Nava Director Discussions


Dear Members,

Your directors are pleased to present the Companys 51st annual report and the Companys audited financial statements (standalone and consolidated) for the financial year ended March 31, 2023.

FINANCIAL SUMMARY

The financial performance of the Company (standalone and consolidated) for the financial year ended March 31,

2023 is summarized below:

(Rs. in Lakhs)

For the year ended

Particulars

Standalone Consolidated
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Total income for the year 1,65,875 1,75,636 3,92,800 3,64,542

Profit before finance charges, depreciation, tax and exceptional items

43,771 64,015 1,96,759 1,61,662
Less: Finance charges 1,265 1,229 39,718 33,808
Profit before depreciation and taxation 42,506 62,786 1,57,041 1,27,854
Less: Depreciation 3,186 3,275 30,621 29,532

Profit before exceptional items but after depreciation

39,320 59,511 1,26,420 98,322
Exceptional items, net - (3,120) - (9,427)
Profit before tax 39,320 56,391 1,26,420 88,895
Less: Current tax 9,159 19,172 13,047 27,615
- Deferred tax expense (1,920) (227) (8,644) 4,696
Profit after tax from continued operations 32,082 37,446 1,22,017 56,584
Profit after tax from discontinued operations 152 745 152 745
Profit after tax for the year 32,234 38,191 1,22,169 57,328
Non-Controlling interest - - 29,402 5,558
Net profit attributable to shareholders of the 32,234 38,191 92,767 51,770
Company
Appropriations
Dividend on equity share capital 8,706 3,627 8,706 3,627

Members will be pleased to note that the consolidated total income grew by 7.8% to 3,92,800 Lakhs compared to previous year with the exceptional performance of Maamba Collieries Limiteds (MCL) 300 MW power plant and increase in other income with forex and Mark to Market (MTM) gains. Consolidated EBITDA margin increased to 50.1% for FY 2022-23 Vs 41.8% for FY 2021-22 with the higher availability and increased operational parameters of 300 MW power plant of MCL. Consolidated profit after tax increased by 113.1% aided by good contribution from MCL despite reduced operational parameters of 150 MW power plant of Nava Bharat Energy India Limited, occasioned by major overhaul works.

Increased operating levels of 150 MW power station at Odisha works coupled with the sustained Operation & Maintenance revenue have off-set the pressure on revenues and margins in the Ferro Alloys division to some extent. The Companys standalone total income experienced a decline of 5.6% to 1,65,875 Lakhs compared to the previous year, on account of lower volume of sales of Manganese Alloys by 13,700 MT and lower realisations trailing the sector trends. The Companys standalone EBIDTA margin for FY 2023 stood at 26.4%, compared to 34.7% in the previous year. The decrease is attributable to the subdued ferro alloy business being adversely impacted by dependent steel markets which in turn reeled under the adverse export duty during the later part of the year under review.

REVIEW OF OPERATIONS

Metals:

Sales volume of Manganese Alloys from Paloncha works was lower by 13,700 MT compared to FY 2021-22. Strategic sourcing of raw material coupled with cost management, however, helped the Company maintain margins in a volatile market marked by the surge in cost of reductants and their stiff availability.

Chromium Alloys production was ceased in October 2022 with the mutual pre-closure of conversion agreement with Tata Steel Mining Limited (TSML). The Company produced 34,893 MT of Ferro Chrome Alloys compared to 65,981 MT during the FY 2021-22. Both the smelters at Odisha works underwent major overhaul before starting production of Manganese Alloys in Q3. The production parameters have since been stabilized with the Company endeavouring to stay competitive in a volatile market environment which also accounts for the inventory overhang at the year end.

Energy:

150 MW energy plants at Odisha works has bettered its performance during the year aided by merchant power offtake and higher realisations. Coal availability under the Shakthi Scheme and linkages helped the power station stay in lower cost quadrant and improve merchant sales aiding big spurt in revenues and PLF relative to previous year. Captive consumption of energy has been the fulcrum of the energy business, supplemented by merchant power sales. 114 MW energy plant in Paloncha however remains susceptible to the vagaries of coal pricing by Singareni Collieries from which coal is drawn against linkages. 150 MW IPP plant under Nava Bharat Energy India Limited (NBEIL) underwent major overhaul during the year and hence the plant availability and generation were lower during the year. This plant is sourcing coal from Mahanadi Coalfields Limited, Odisha incurring high transportation costs as coal supplies from Singareni Collieries had stopped for all power plants without linkages. Maamba Collieries Limiteds (MCL) 300 MW power plant operated at a record Availability and PLF exceeding 90%, which boosted the Consolidated financial performance of the Company. With the resolution of receivables issue by way of Consent Award under International Arbitration coupled with full realisations against energy sales since May 2022, helped MCL in improving its cashflow position and long-term debt repayments.

Sugar:

Majority of the plant and equipment of the discontinued sugar works were sold above the carrying value helping marginal profit. The final sale proceeds of the equipment will therefore ensue in smooth closure for this discontinued operation.

Mining:

The coal mining operations of MCL were principally directed to meet the power plant requirements with external sales helping MCL supplement the cash flows not only to cover all direct mining operations but also a part of indirect overheads. This division continues to contribute to top line and profitability of MCL with no cashflow issues.

Others:

The companys subsidiary businesses – healthcare enabled services, commercial agriculture, and manganese ore mining – are currently in the development stage and are gaining traction towards contributing to the consolidated operations in the future.

The healthcare division in Singapore and Malaysia has shown promising growth, with its revenue doubling year-on-year. The division is working towards achieving positive cash flow by 2025.

In the field of commercial agriculture, the companys avocado plantation in Zambia has experienced significant traction during the last financial year. The plantation was initially initiated on a trial basis covering 50 hectares of land and is set to expand to 1,100 hectares over the next four years.

DIVIDEND:

Your Board of Directors, remained vigilant of the prevailing volatility in standalone businesses but the significant turnaround of financial position of the

Zambian subsidiary, have been pleased to recommend a dividend on the equity shares @ 300% ( 6.00 per share of 2/- each) for the FY 2022-23, as in the last year after having considered ongoing and imminent commitments, subject to shareholders approval at the ensuing Annual General Meeting (AGM). The aggregate dividend pay-out amounts to 8706.04 Lakhs.

RESERVES:

No amounts were proposed to be transferred to Reserves for the period under review.

FIXED DEPOSITS:

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

LISTING OF EQUITY SHARES:

The securities of the Company are listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Further, the Company has no equity shares carrying differential rights.

SUBSIDIARY COMPANIES:

The Company has direct and step-down subsidiaries in

India and overseas. Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 110 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013 ("the Act"). Pursuant to the provisions of Section 136 of the Act, separate audited financial statements of subsidiaries are placed by the Company on its website at www.navalimited.com/financials/ and a report on the performance and financial position of each of the subsidiaries included in the consolidated financial statements pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014, is enclosed as Annexure - 1 to this report.

Statement containing the salient features of the financial statements of subsidiaries for the year ended March 31, 2023 in Form AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014) is enclosed as Annexure - 2 to this report.

The Company has intermediate holding/operating companies domiciled in Singapore to pursue its business interests in energy and energy related services, commercial agriculture and processing thereof, health care enabled services and investments in emerging opportunities abroad. This structure affords the Company with a focused approach in these areas.

NAVA BHARAT (SINGAPORE) PTE. LIMITED (NBS)

NBS, a wholly owned subsidiary of the Company, is the investment arm and holding company for investments in coal mining and energy generation, principal investment being in Maamba Collieries Limited, Zambia.

MAAMBA COLLIERIES LIMITED (MCL)

MCL is a step- down subsidiary in Zambia with NBS holding about 65% of the equity stake while the balance 35% is held by ZCCM Investments Holdings PLC., (ZCCM-IH) a Government of Zambia undertaking. MCL pursues twin businesses of coal and energy in Zambia and constitutes material base of the consolidated financials of the Company. The group exposure to MCL is about

210,743 Lakhs (US$ 256.3 Million) as at March 31,

2023 and is represented by the Equity Share capital, Shareholder loans including interest accrued thereon and other receivables.

MCL achieved a significant turnaround in its financial position in FY 2022-23, first by realising full payments for energy sales from May 2022 and secondly by ZESCO paying the long over due outstanding receivables in the backdrop of the Consented Arbitral Award pronounced in December 2022. Better cash flows since May 2022 mitigated the reduction in revenues following a tariff correction from that date, but resulting in an improved financial position. MCL was thus able to reduce its long term debt from US$ 412.8 Million as at 1st April 2022 to

US$ 314.4 Million as at 31st March 2023 paving way for better financial leverage hereafter.

Energy

MCLs predominant business is sale of energy to the local power utility, ZESCO, under a long term PPA on "Take or Pay" based on the availability of the 300 MW integrated coal fired power plant. The Plant registered a significant availability of 92.0% during the year compared to 66.5% for FY 2021-22.

Coal mining

The coal mining operations of MCL continue to contribute to the overall profitability meeting the fuel requirements of the power plant in full and supplementing it with external sales to industries in the region. Revenues from external coal sales spruce up the cash flows in a sustained manner.

MCL fared well in closing litigations with external parties including that with the ZCCM-IH which has since conceded to treat the advance of US$ 10 Million as

Share Holder Loan.

NAVA ENERGY PTE. LIMITED, SINGAPORE (NEPL)

NEPL, the Wholly Owned Subsidiary (WOS) of the Company, continues to render quality O&M services to MCL for its 300 MW power plant in Zambia. The O&M operations leveraged upon the technical support extended by the Company and its Indian subsidiaries and the on site services through its wholly owned subsidiary in Zambia, Nava Energy Zambia Limited, to ensure not only smooth conduct of annual and major overhauls of the power plant but also trouble free operations. NEPL established a branch office at Dubai to pursue synergetic business opportunities hereafter.

NAVA AGRO PTE. LIMITED, SINGAPORE (NAPL)

NAPL is a Wholly Owned Subsidiary of the Company and is intended to be the intermediate holding company in Singapore to pursue investments in commercial agriculture and associated processing businesses, initially in Zambia through Kawambwa Sugar Limited.

KAWAMBWA SUGAR LIMITED, ZAMBIA (KSL)

Kawambwa Sugar Limited (KSL) is a Zambian step-down subsidiary which was allocated 10,000 ha of land by the Government of Zambia to pursue commercial agri-ventures including processing thereof. NAPL holds 100% shareholding of KSL.

KSL has drawn up a blue print for pursuing commercial agriculture and processing in the allocated virgin land, endowed with plentiful rainfall and abundant water resources. Though there has been a delay on the

Government fulfilling its infrastructure commitments for road connectivity and power supply, KSL took effective steps in site preparation works. Though the initial overture of Sugar and Allied works could not start owing to infrastructure bottlenecks, KSL has since zeroed on the project for Plantation and Processing of Avacado, considered the best fruit ever for mankind, on about 1500 Ha to obtain economies of scale. It is gratifying that leading world players in Avacado have evinced interest to associate with the proposed project reflecting its merits.

The Avocado Project in the KSL Estate will be pursued under a different company to derive brand image and strategic interests.

NAVA HOLDING PTE. LIMITED (NHPL)

NHPL was incorporated in Singapore, to hold investments in emerging areas of growth including the healthcare enabled services being undertaken by the Company.

HEALTHCARE ENABLED SERVICES

TIASH PTE. LIMITED (TPL), SINGAPORE

Nava Holding Pte. Ltd. holds 65% equity stake in TIASH Pte. Ltd. and balance 35% is held by other shareholder. The healthcare enabled services under TIASH, and its operating subsidiaries in Singapore and Malaysia entail low capital out lay, principally for marketing, distribution and administration of the intra venous iron medicine in APAC region, known for premium lifestyle healthcare. TIASH has made good marketing strides in Malaysia and Singapore where exclusive distribution rights exist for the worlds leading medicine in this space. Revenue has been doubling YoY and the division is working to achieve break-even by 2025.

NAVA RESOURCES CI, COTE DIVOIRE (NRCI)

NRCI is 100% subsidiary of the Company since October 2021. NRCI received exploration permit for a Manganese ore mine. Required geological survey, exploration studies are nearing completion following which NRCI will pursue exploitation of Manganese ore by end of FY 2024.

INDIAN SUBSIDIARIES

NAVA BHARAT ENERGY INDIA LIMITED (NBEIL)

NBEIL is a step down, but wholly owned, subsidiary of the Company with 26% of equity directly held by the Company and 74% being held through Nava Bharat Projects Limited (NBPL).

NBEIL operates a 150 MW coal fired independent power plant in Telangana and remains vulnerable to both fuel as well as merchant power rates. The performance of the power unit was impacted by mandatory major overhaul in FY 2023 and the volatile coal prices limiting its generation and revenues. NBEIL extends back end technical supervisory service to NEZL, Zambia under a contractual arrangement.

NBEIL also runs an Ash Products Plant for part utilization of bed Ash and fly Ash to produce premium quality bricks and pavers. In addition, NBEIL has added production of manganese bricks to the array of products under a conversion arrangement with the Company, being the holding company of NBEIL.

NAVA BHARAT PROJECTS LIMITED (NBPL)

NBPL is a Wholly Owned Subsidiary of the Company and is engaged in extending technical and commercial services to the group companies. It plans to expand its foray of services aside from back end critical technical and commercial support under the O&M contract that NEPL has with MCL. NBPL holds 74% of Equity Share capital of NBEIL making it a step-down subsidiary to the Company. This shareholding is subject to an attachment by the Enforcement Directorate of the Government of India following a case instituted by the Central Bureau of Investigation (CBI) against Brahmani Thermal Power Private Limited (formerly Navabharat Power Private Limited (NPPL)), a subsidiary of Essar Power Limited (EPL) and an erstwhile joint venture company as detailed below.

The CBI and the ED of the Government of India, instituted cases making allegations of misrepresentation pertaining to the allotment of coal block to NPPL and alleging the shareholding of NBPL in NBEIL and its sale to EPL being the subject matters of the case. The cases were instituted in 2013 against the erstwhile Directors of NPPL, one of them being the Managing Director of the Company and against NBPL. The Case has been going on before the Special Court at New Delhi. Based on the non-involvement of the Companys MD in the alleged offences, it is felt that a favourable outcome should ensue in due course. While the CBI case is proceeding, ED had attached the NBPLs shareholding in NBEIL and further sought transfer thereof which was contested by NBPL and a stay was obtained from the designated Tribunal.

BRAHMANI INFRATECH PRIVATE LIMITED (BIPL)

During the year there were no operations in BIPL. The case involving Mantri Group, concerning the erstwhile SEZ development project, went through protracted litigation through Arbitration at first and then was before the Honble High Court of Telangana which directed that the matter be discharged by the Commercial Court at

Hyderabad in accordance with past judgement of the Honble Supreme Court. The matter is now awaiting disposal by the Commercial Court.

KINNERA POWER COMPANY PRIVATE LIMITED (KPCPL) (Associate Company)

The Company is holding 26% of equity shares in

KPCPL, which is continued as specified by the National

Highway Authority of India (NHAI). As per the professed intention and there being no economic interest, the Company plans to fully off-load its stake in KPCPL in favor of Meenakshi Infra Group as per the regulations. Accordingly, no economic interest from KPCPL is being factored in the consolidated financials nor the accounts of KPCPL is appended to the Annual report of the Company.

OUTLOOK AND FUTURE PLANS

"Management Discussion and Analysis" contains a section on the Companys outlook and future plans and members may please refer the same on this.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of businesses of the Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 134 (3) (m) of the Act, the required information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo have been enclosed as Annexure - 3 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on CSR activities, in terms of Section 135 of the Act, and the details about the policy developed and implemented by the Company on CSR initiatives taken during the year are enclosed as Annexure – 4 to this report. A detailed policy on CSR is placed on the Companys website under the web link: https://www.navalimited.com/policies-code-of-conduct/

ANNUAL RETURN

In accordance with Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company is placed on the website of the Company at https://www.navalimited.com/financials/.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Sec.188 in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed as Annexure - 5 to this report.

The policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit committee and the Board of directors is placed on the website of the Company at https://www.navalimited.com/policies-code-of-conduct/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, guarantees provided and investments made, if any, during the Financial Year ended on March 31, 2023 are enclosed as Annexure-6 to this Report in compliance with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014. The particulars of aggregate loans, guarantees and investments under Section 186 of the Act are disclosed in Financial Statements, which may be read as part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 ("the Listing Regulations") is enclosed as Annexure – 7.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company has furnished the Business Responsibility and Sustainability Report (BRSR) as mandated and in the format specified by SEBI for FY 2022-23.

A separate report on BRSR as required under the SEBI Regulations is provided as a separate section to this Annual Report and is also available on the Companys website at https://www.navalimited.com/financials/, which indicates the Companys performance against the principles of the ‘National Guidelines on Responsible Business Conduct. This would enable the members to have an insight into environmental, social and governance initiatives of the Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as required under the Listing Regulations is provided as separate section to this Annual Report.

DISCLOSURES UNDER REGULATION 34(3) READ WITH SCHEDULE V OF THE LISTING REGULATIONS

(Rs. in Lakhs)

Sl. No.

In the accounts of Particulars Amounts at the year ended 2022-23 Maximum amount of loans / advances / investments outstanding during the year 2022-23

1

Nava Limited (NL) (Holding Company) Loans given to: Nava Bharat Energy India Ltd (Subsidiary of NL) 8,951.22 10,869.35

2

Nava Holding Pte Ltd (NHPL) (Wholly owned subsidiary of NL) Loans given to: TIASH Pte Ltd. (Subsidiary of NHPL) 4,288.43 (US$ 5,216,000) 4,288.43 (US$ 5,216,000)

3

Nava Bharat (Singapore) Pte Ltd (NBS) (Wholly owned subsidiary of NL) Loans given to: Maamba Collieries Ltd (Subsidiary of NBS) 73,804.21 (US$ 89,767,687) 73,804.21 (US$ 89,767,687)

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors including one woman Independent Director.

Independent and Non-Executive Directors:

As prescribed under Listing Regulations and pursuant to Section 149(6) of the Act, the particulars of Non-Executive and Independent Directors (as on the date of signing this report) are as under: Mr. K. Durga Prasad, Mr. GP Kundargi, Mr. A Indra Kumar, Mrs. B. Shanti Sree and *Mr. Balasubramaniam Srikanth. Mr. K. Durga Prasad and Mr. GP Kundargi were appointed as Independent directors of the Company for a period of five years with effect from August 06, 2018 and their term of office as Independent Director will expire on August 05, 2023. Upon the performance evaluation, the Nomination and Remuneration committee considered and recommended to the Board reappointment of Mr. K. Durga Prasad and Mr. GP Kundargi as an Independent Directors for second term of five years. Further, they fulfil the conditions for appointment as Independent Director as specified under Companies Act, 2013 and SEBI (LODR) and the

Board is of the opinion that they are the person with high integrity, expertise and experience (including the proficiency). The resolution for re-appointment of Mr. K. Durga Prasad and Mr. GP Kundargi as Independent Directors is proposed for consideration and approval of the members by way of a special resolution at this 51st AGM.

*Mr. Balasubramaniam Srikanth was appointed as Independent Director for a term of two years commencing from June 17, 2021 and holds office as such till June 16, 2023.

Changes in Directors and KMP:

During the year under review, Mr. C V Durga Prasad,

Director (Business Development), retired from the office of directorship w.e.f. June 30, 2022. The Board placed on record its deep appreciation of the valuable service rendered by Mr. C V Durga Prasad as Director (Business Development).

Whole-Time Directors:

The following are the whole-time directors of the Company. Mr. D. Ashok, Chairman, Mr. P. Trivikrama Prasad, Managing Director, Mr. Ashwin Devineni, Chief

Executive Officer and Mr. G R K Prasad, Executive Director.

Further, Mr. G R K Prasad, Executive Director was re-appointed as such by the members at the AGM held on August 06, 2018 for a further period of five years with effect from June 28, 2018. The Nomination & Remuneration committee and the Board at their meeting held on May 23 & 24, 2023 respectively considered his re-appointment for another period of three years with effect from June 28, 2023. A resolution for re-appointment of Mr. G R K Prasad as Executive Director is proposed for consideration and approval of the members by way of ordinary resolution at this 51st AGM.

Declarations of Independent Directors:

All the independent directors of the Company have given declaration that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Act. The Company also received a declaration of compliance of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and

Qualifications of Directors) Rules, 2014.

Directors retiring by rotation:

Pursuant to the provisions of the Companies Act, Mr. GRK Prasad retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, four meetings of the directors were held on May 16, 2022; August 10, 2022; November 4, 2022 and February 3, 2023 in compliance with the provisions of the Companies Act, 2013 (‘the Act), the Listing Regulations and Secretarial Standards.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out annual performance evaluation of its own, the individual directors as well as the mandatory committees of the Board. A structured set of criteria was adopted after taking into consideration the inputs received from the directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Evaluation of the Board members is conducted on an annual basis by the Board, Nomination and Remuneration committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual directors.

The Nomination and Remuneration committee had specified criteria for performance evaluation of

Directors, Committees and the Board as a whole and recommended the same to the Board for evaluation. Performance indicators for evaluation of independent directors: Independent directors have three key roles – governance, control and guidance. Some of the performance indicators based on which the independent directors are evaluated are:

• Ability to contribute towards all round growth of the Company

• Ability to create brand image of the Company and helps the Company wherever possible to resolve issues, if any

• Contribution to strategy and other areas impacting Companys performance.And in general commitment to the fulfilment of a Directors obligations and fiduciary responsibilities.

The performance evaluation of each Independent or non-executive director is done by the Board annually based on criteria specified above and also the role played other than at meetings.

The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal. The Company adopted a policy relating to the remuneration for Directors, key managerial personnel and other senior management personal. This Policy covers the remuneration and other terms of employment for the Companys executive team. The remuneration policy for members of the Board and for management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company. The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

A detailed policy on remuneration of the Directors and Senior Management is placed on the Companys website under the web link: https://www.navalimited.com/ policies-code-of-conduct/

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE

The Nomination and Remuneration committee (NRC) shall assess the independence of directors at the time of appointment, re-appointment and the Board shall assess the same annually based on the criteria provided by NRC. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by a Director.

The criteria of independence are as prescribed in the Act and the listing regulations and the independent directors shall abide by the Code specified for them in Schedule IV to the Act.

THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT

The Nomination and Remuneration committee identifies persons who are qualified to become directors, KMP and who may be appointed in the senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

A person for appointment as director, KMP or in senior management should possess adequate qualifications, expertise and experience for the position considered for appointment. The committee decides whether qualification, expertise and experience possessed by a person are sufficient for the concerned position. The committee ascertains the credentials and integrity of the person for appointment as director, KMP or senior management level and recommends to the Board his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

COMMITTEES OF THE BOARD

Currently the Board has six committees: Audit, Nomination and Remuneration, Corporate Social Responsibility, Stakeholders Relationship, Risk Management and Investment. The composition of the committees are in line with the applicable provisions of the Act, Rules and the Listing Regulations as detailed below:

Name of the Committee

Composition of the Committee Remarks

Audit Committee

Mr. K. Durga Prasad, Chairman The Audit committee of the Board of directors was constituted in conformity with the requirements of Section 177 of the Act and regulation 18 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Mr. A. Indra Kumar, Member
Mrs. B. Shanti Sree, Member All recommendations made by the Audit committee during the year were accepted by the Board.

Nomination and Remuneration Committee

Mr. K. Durga Prasad, Chairman The Nomination and Remuneration committee of the Board of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations
Mr. A. Indra Kumar, Member and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Mr. GP Kundargi, Member

Corporate Social Responsibility

Mr. D. Ashok, Chairman The Corporate Social Responsibility committee of the Board of directors was constituted in conformity with the requirements of

Committee

Mr. K. Durga Prasad, Member Section 135 of the Act.
Mrs. B. Shanti Sree Member The Committee monitors the implementation of the CSR Policy from time to time.

Stakeholders Relationship Committee

Mr. K. Durga Prasad, Chairman The Stakeholders Relationship committee of the Board of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Mr. P. Trivikrama Prasad, Member
Mr. GP Kundargi, Member

Risk Management Committee

Mr. Ashwin Devineni, Chairman The Risk Management committee of the Board of directors was constituted in conformity with the requirements of Regulation 21 of the Listing Regulations with its role as stipulated in the Listing
Mr. GRK Prasad, Member Mrs. B. Shanti Sree, Member Regulations.

Investment Committee

Mr. D. Ashok, Chairman The Investment Management committee of the Board of directors was constituted with executive directors
Mr. P. Trivikrama Prasad, Member
Mr. Ashwin Devineni, Chairman
Mr. GRK Prasad, Member

A detailed note on the Board and its Committees is provided in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The names and other particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed as Annexure - 8 to this Report.

Names of the top ten employees in terms of remuneration drawn and the name of every employee employed throughout the financial year and in receipt of remuneration of 1.02 cores or more, or employed for part of the year and in receipt of 8.50 Lakhs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are enclosed as Annexure - 9 to this Report.

EMPLOYEES STOCK OPTION SCHEME

The Company is intending to issue employee stock options under NAVA - Restricted Stock Unit Plan 2023 ("RSU 2023" or the "Plan") to the employees of the Company including subsidiaries whether existing or future by enabling them to participate in the ownership of the Company. A resolution to introduce and implement "RSUs 2023" is proposed for consideration and approval of the members by way of special resolution at this 51st AGM. The maximum number of shares under the scheme shall not exceed 29 lakh equity shares. The detailed scheme is available at the

Companys website https://www.navalimited.com/ policies-code-of-conduct/

DIRECTORS RESPONSIBILITY STATEMENT

Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures; (b) they selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (c) they took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they prepared the annual accounts on a going concern basis;

(e) they laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and (f) they devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS & AUDITORS REPORT

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Regn. no. 001076N / N500013) were appointed as statutory auditors of the Company for a period of 5 years (second term) by the members of the Company at their meeting held on August 10, 2022. i.e., till the conclusion of 55th AGM to be held in the calendar year 2027 at such remuneration as may be mutually agreed between the Board of directors of the Company and the statutory auditors from time to time.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2023 does not contain any reservation, qualification or adverse remarks and their report together with the notes to Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act, except in respect of the loans and advances in the nature of loans granted by the Company to Nava Bharat Energy India Limited (NBEIL) step down / wholly owned, the receipts of principal and interest were delayed as referred in the Annexure I (point iii (c) & (d)) to the Independent Auditors Report. Further, the Board explained that the NBEIL had borrowed 15500 lakhs term loan in September2018 from the Company which is to be repaid in 32 structured quarterly instalments. Two loan instalments of 639.40 lakh each due on 31 Dec 2022, 31 Mar 2023 and interest payments for the months of Jan to Mar 2023 were not paid for preserving funds to procure coal for the operations of the power plant. The delay in interest and loan instalment payments would not affect the operations, credit profile of NBEIL as the loan is from the ultimate holding Company which is supportive and not from a Bank/Financial Institution.

FRAUD REPORTING

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

COST AUDIT

The Board appointed M/s. Narasimha Murthy & Co., Cost

Accountants, as Cost Auditors for conducting the audit of cost records of the Company for Steel (ferro alloys) and Electricity for the Financial Year 2022-23 on the recommendations of the Audit committee. The same was ratified by the Members at the 50 th AGM held on August 10, 2022.

The Cost Audit reports for FY 2021-22 were filed with Ministry of Corporate Affairs on September 6, 2022. Further, the Board of directors based on the recommendations of the audit committee, appointed M/s. Narasimha Murthy & Co., Cost Accountants, as CostAuditors for conducting the audit of cost records of the Company for Steel (ferro alloys) and Electricity for the FY 2023-24, subject to ratification by the members at the ensuing AGM.

INTERNAL AUDITORS FOR COSTING SYSTEMS AND COST ACCOUNTING RECORDS

M/s. Sagar & Associates, Internal Auditors (Costing) conducted internal audit of cost records for the Financial Year 2022-23. Further, the Board appointed

M/s Sagar & Associates, as Internal Auditors to conduct the internal audit of cost records for the Financial Year 2023-24.

MAINTENANCE OF COST RECORDS

During the year under review, Section 148(1) of the Act is applicable to your Company and accordingly such accounts and records are made and maintained by the

Company as specified.

SECRETARIAL AUDIT

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for the financial year ended March 31, 2023 issued by M/s. P.S. Rao & Associates,Practicing Company Secretaries, Hyderabad is enclosed as Annexure - 10 to this Report and it does not contain any reservation, qualification or adverse remarks. The Board has appointed M/s. P.S. Rao & Associates,

Practicing Company Secretaries to conduct the secretarial audit pursuant to the recommendations of the Audit committee for the FY 2023-24. Further, the Secretarial Audit report of Nava Bharat Energy India Limited (NBEIL), a material subsidiary of the Company, is also available on the Companys website at https://www.navalimited.com/financials/

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2023 to the date of the signing of the Directors Report. However, the name of the Company was changed from Nava Bharat Ventures Limited to Nava Limited with effect from July 15, 2022.

MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the Regulators or courts or tribunals impacting the going concern status and the Companys operations in future, except as stated otherwise.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company maintains all its records in

SAP system and the workflow and approvals are routed through SAP.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, the Units undertake corrective action in their respective areas and strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit committee of the Board periodically.

The Board of directors of the Company have adopted various policies like related party transactions policy, whistle blower policy, policy to determine material subsidiaries and such other procedures for ensuring orderly and efficient conduct of its business for safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, pursuant to the provisions of Section 124 (5) of the Act (section 205A of the Companies Act 1956), an amount of 34,20,280/- relating to FY 2014-15, which remained unclaimed for a period of 7 years was transferred to the Investor Education and Protection Fund by the Company in September 2022.

TRANSFER OF UNCLAIMED SHARES TO

INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

During the year under review, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more (relevant shares) upto and including the financial year 2014-15 were transferred by the Company in the name of IEPF from time to time and the statement containing such details as prescribed is placed on the Companys website at www.navalimited.com.

VIGIL MECHANISM

The Company established a Whistle Blower policy & Vigil mechanism for directors and employees to report genuine concerns pursuant to Section 177 of the Act. The vigil mechanism provides for adequate safeguards against victimisation of employees who use such mechanism and for direct access to the chairperson of the Audit committee in appropriate or exceptional cases. The policy lays down the mechanism for making enquiry into whistle blower complaint received by the Company. Employees who may become aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit committee.

The details of such mechanism are communicated to all the directors and employees and it is also disclosed on the website of the Company https://www.navalimited.com/policies-code-of-conduct/

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Audit committee and the Board on periodical basis.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution policy as stipulated under Regulation 43A of the Listing Regulations is applicable to your Company for FY 2022-23 and is placed on the website of the Company under the web link: https://www.navalimited.com/policies-code-of-conduct.

INDUSTRIAL SAFETY AND ENVIRONMENT

Utmost importance continues to be given to the safety of personnel and equipment in all the plants of the Company. The Company reviews thoroughly the various safety measures adopted and takes effective steps to avoid accidents. Safety drills are also conducted at regular intervals to train the employees for taking timely and appropriate action in case of accidents.

AWARDS

Your Company received the following awards during FY 2022-23:

1. Export Award as ‘Star Performer – Large Enterprise (Ferro Alloys) outstanding export performance for the year 2018-19 from EEPC Indias Southern Region

2. Telangana State Industry Award -2022 for Best CSR Practices Platinum Award for excellence in Women Empowerment.

3. State Level Electrical Safety Award-2022 under the category of "Large Industry" from Minister of State Energy, Odisha

4. National Award for Excellence in Energy Management, 2022 from Confederation of Indian Industry (CII).

5. State level Energy Conservation Award, Odisha.

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliance by the Companies and permitted the service of Annual Reports and other documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to those members who have registered their email ids with their respective depositories.

Members may note that Annual Reports and other communications are also made available on the

Companys website https://www.navalimited.com and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial during the year under review, and your directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels, contributing to the successful operations of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at the workplace and the details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are as follows: No of Complaints Received : Nil No of Complaints Disposed off : NA

During the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers, Government of India and State Governments, wherever we have our operations, for their assistance, patronage and co-operation. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

For and on behalf of the Board

Nava Limited (formerly Nava Bharat ventures limited)

P. Trivikrama Prasad

Managing Director DIN: 00006887

D. Ashok
Place: Hyderabad Chairman
Date: May 24, 2023 DIN:00006903