Savy Infra and Logistics Ltd Management Discussions

Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31 st March,2026.

The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward-looking statements that involve risk and uncertainties including those risks which are inherent in the Company s growth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions or forward-looking statements expressed in this report consequent to new information or developments, events or otherwise.

The management of the company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the company and its outlook for the future. This outlook is based on management s own assessment and it may vary due to future economic and other future developments in the country.

Segment-wise Performance

The Company operates in two reportable segments i.e. trading Business. The Business Segment has been identified as separate segment in accordance with Ind AS 108 Segment Reporting .

Risk & Concerns:

In today s complex business environment, almost every business decision requires executives and managers to balance risk and reward. Effective risk management is therefore critical to an organization s success. Globalization with increasing integration of markets, newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management. Timely and effective risk management is of prime importance to our continued success. The sustainability of the business is derived from the following:

> Identification of the diverse risks faced by the company.

> The evolution of appropriate systems and processes to measure and monitor them.

> Risk Management through appropriate mitigation strategies within the policy framework.

> Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review.

> Reporting these risk mitigation results to the appropriate managerial levels.

> There is the risk of loss from inadequate or failed systems, processes or procedures.

These may be attributed to human failure or technical problems given the increase use of technology and staff turnover. Your company has in place suitable mechanisms to effectively reduce such risks. All these risks are continuously analyzed and reviewed at various levels of management through an effective information system.

Opportunities and Threats:

Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are:

> Clients are more comfortable with uniform high quality and quick service and process across the enterprise.

> There are good prospects for expanding further activities in this direction.

Some of the Key Changes in the industry unfavourable to the Company are:

> Heightened competition

> Increasing Compliances

> Attraction and retention of human capital.

> Regulatory changes.

Internal Control Systems and their Adequacy:

Internal control systems are embedded in the processes across all functions in the Company. These systems are beingregularly reviewed and wherever necessary are modified or redesigned to ensure better efficiency and effectiveness. The systems are subjected to supervision by the Board of Directors and the Audit Committee, duly supported by Corporate Governance.

Company Complies with all Applicable statutes, policies, procedures, listing requirements and management guidelines. It Adheres to applicable accounting standards and polices.

Human Resources:

> The Management believes in maintaining cordial relations with its employees. The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements.

> The Company provided excellent working environment so that the individual staff can reach his/her full potential.

> The Company is poised to take on the challenges and march towards accomplishing its mission with success.

> The Company maintained good Industrial/Business relation in market which enhanced the Creditworthiness of the Company.

Cautionary Statement:

Statement in the Management Discussion and Analysis describing the Company s objectives exceptions or predications may be forwards looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Several factors could make significant difference to the company s operation. These include climatic conditions and economic conditions affecting demand and supply, government regulations and taxation, natural calamities etc. over which the company does not have any control.

SECRETARIAL AUDIT REPORT Form No. MR-3

For the Financial year ended 31st March 2026 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20141

To,

The Members,

Savy Infra and Logistics Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Savy Infra and Logistics Limited (hereinafter called the Company ). Secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Savy Infra and Logistics Limited s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial year ended on 31st March 2026, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2026 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and the Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder (Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings are not applicable to the Company during the audit period);- Not applicable to the Company during the year under review;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992( The SEBI ):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not relevant / applicable to the Company during the year under review)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;- (Not relevant / applicable to the Company during the year under review)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not relevant / applicable to the Company during the year under review)

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,2021; (Not relevant / applicable to the Company during the year under review)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not relevant /applicable to the Company during the year under review)

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; (Not relevant / applicable to the Company during the year under review)

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that based on the explanation given by the management of the Company, there are no other laws that are specifically applicable to the Company.

I have also examined compliance with the applicable clauses to the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Government of India, as applicable under the Companies Act 2013;

(ii) The Listing Agreements entered into by the Company with NSE Limited in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

During the year under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive, Non - Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meeting, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the period under review;

1) Pursuant to Board resolution passed at the Board Meeting held on 02 nd January, 2025 the consent of the board of the Company was obtained to submission of compounding application and the Application is for condonation of delay of 1755 days in filing of Special Resolution along with revised MOA with the office of the CPC/ ROC, Ministry of Corporate Affairs, as per the requirements of Section 117(2) of the Companies Act,2013 as amended upto the date;

2) The Company has filed an E-form GNL 1 through which the company had filed an Adjudication matter of Section 117(2) of the Companies Act, 2013 with respective Registrar of Companies;

3) Company has received an Order in the matter of Adjudication of Penalty u/s. 454(3) of the Companies Act, 2013 read with the Rule 3 of the Companies (Adjudication of Penalties) Rules 2014 for Violation of Section 117 of the Companies 2013 read with Rule 24 of the Companies (Management and Administration) Rules, 2014 dated 22 nd May, 2025;

4) Company had filed the Adjudication order in E form INC 28 vide SRN - AB4426545 as on 04 th June, 2025;

5) NSE has given vide its letter Ref.: NSE/LIST/4941 dated May 08, 2025, permission to the Issuer to use the Exchange s name in this Offer Document as one of the Stock Exchanges on which this Issuer s securities are proposed to be listed;

6) Pursuant to Board resolution passed at the Board Meeting held on 14 th July, 2025 the consent of the board of the Company was obtained to approve the Red Herring Prospectus for the initial public offering post adoption of the red herring prospectus;

7) Pursuant to Board resolution passed at the Board Meeting held on 14 th July, 2025 the consent of the board of the Company was obtained to approve the price Band of the upcoming IPO shall be Rs. 114/- to Rs. 120/- per share which will be of upto Rs. 7000 Lakhs, through Book building;

8) Pursuant to Board resolution passed at the Board Meeting held on 23 rd July, 2025 the consent of the board of the Company was obtained to approve the approval of the prospectus for the initial public offering;

9) Pursuant to Board resolution passed at the Board Meeting held on 24 th July, 2025 the consent of the board of the Company was obtained to authority to execute listing agreement and to apply for final listing and trading approval in the offer;

10) Pursuant to Board resolution passed at the Board Meeting held on 24 th July, 2025 the consent of the board of the Company was obtained to approve the allotment of equity shares pursuant to the issue pursuant to the applicable provisions of the Companies Act, 2013 and the relevant rules made there under and the Initial Public Offering ( IPO ) of the Company, which opened for subscription for all bidders on Monday, July, 21, 2025, and closed on Wednesday, July 23, 2025, 58,32,000 Equity Shares of the face value of Rs. 10/- each comprising of a fresh issue of 58,32,000 Equity Shares at an issue price of Rs. 120/- per Equity Share (including a Share Premium of Rs. 110/- per Equity Share) be and are hereby allotted to the respective bidders in the various categories into their respective depository accounts, as approved in consultation with the Authorized Representative of the Designated Stock Exchange, viz. National Stock Exchange of India Limited;

11) Company has also filed final basis of allotment vide E form PAS 3 vide SRN - AB5636205 dated 25 th July, 2025;

12) Listing on Stock Exchanges: The Company has obtained the status of being listed on NSE Emerge platform with effect from July 28 2025. The company managed to raise Rs. 69,98,40,000 by initial Public offer of 58,32,000 equity Shares of Rs. 10 each through its prospectus dated 23rd July, 2025. Further 58,38,000 Equity Shares of face value of Rs. 10/- each were available under the Offer, at Issue Price of Rs. 120. The Offer opened for subscription on July 21, 2025, and closed on July 23, 2025. The Equity shares of Savy Infra and Logistics Limited have been listed on NSE Emerge Platform on July 28, 2025.

13) Company has received a Listing and Trading approval letter from National Stock Exchange (NSE) vide Ref. No.: NSE/CML/69307 and Circular Ref. No.: 1362/2025 and Ref: NSE/LIST/5745 dated 25th July, 2025 which stated that the 20808480 equity shares (Distinctive nos. 1-20808480) of the company shall be listed and admitted to dealings on the EMERGE SME platform of the Exchange w.e.f. July 28, 2025;

For Sark & Associates LLP
Company Secretaries
SD/- Sumit Khanna (Designated Partner)
ACS. No.: 22135 CP No.: 9304
Firm Unique Code No: L2023MH014600
Peer Review Certificate No. 1898/2022
Place: Mumbai
Date: 04.09.2026
UDIN - A022135H001372814