Navneet Education Ltd

Dear Shareowners,

Your Directors present thirty-eighth Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

(1) FINANCIAL RESULTS :

a) Standalone performance: The Company achieved higher revenue from operations by 3% to Rs. 1,69,310 Lakhs (previous year Rs. 1,63,641 Lakhs). The EBITDA was Rs. 31,300 Lakhs as against Rs. 30,606 Lakhs in the previous financial year. After providing Rs. 5,915 Lakhs towards depreciation, Rs. 3,750 Lakhs for Income Tax, ' (739) Lakhs deferred tax charge, the Company achieved Net Profit before OCI and after exceptional items of Rs. 18,853 Lakhs for the financial year ended 31^st March, 2024 as against Rs. 19,299 Lakhs achieved in the previous financial year.

b) Consolidated performance: The consolidated revenue from operations for the financial year under review was Rs. 1,75,127 Lakhs as against Rs. 1,69,683 Lakhs in the previous financial year, a rise of 3.20%. During the year under review, EBITDA decreased by 1.35% to Rs. 30,854 Lakhs as against Rs. 31,275 Lakhs for financial year 2022-23. After providing Rs. 6,543 Lakhs towards depreciation, Rs. 3,750 Lakhs for Income Tax, Rs. 134 Lakhs deferred tax charge, the Company achieved Net Profit before OCI and after exceptional items of Rs. 25,174 Lakhs for the financial year ended 31^st March, 2024 as against Rs. 20,376 Lakhs achieved in the previous financial year.

Content Publishing Division:

The publishing division achieved turnover of Rs. 69,303 Lakhs during the year under review as against Rs. 68,703 Lakhs achieved in the previous financial year. The marginal 1% increase in revenue in the publishing division was primarily due to the absence of changes in the curriculum during the year under review and increased sales of second-hand books.

Stationery Division:

During the year under review, the turnover of Domestic stationery business increased by 7% and achieved the turnover of Rs. 40,582 Lakhs as against Rs. 37,988 Lakhs for the previous financial year.

The Export stationery business achieved turnover of Rs. 59,047 Lakhs during the year under review as compared to turnover of Rs. 56,725 Lakhs achieved in the previous financial year 2022-23, registering a growth of about 4%.

(3) DIVIDEND :

Your directors recommend a final dividend of Rs. 2.60 (130%) per share on the face value of Rs. 2/- each for the financial year 2023-24. The total dividend outgo amounts to Rs. 5,882 Lakhs. In view of the changes made under the Income Tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly make the payment of the dividend after deduction of tax at source, if applicable. The Dividend Distribution Policy of the Company as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is marked as Annexure 'A'. The same is available on website of the Company and can be accessed at https://navneet.com/pdfs/Corporate Governance Policies/Dividend-Distribution-Policy.pdf

(4) TRANSFER TO GENERAL RESERVES :

The Board of Directors has decided to retain the entire amount of profit for the financial year 2023-24 in the Statement of Profit & Loss as at 31^st March, 2024.

(5) FINANCE :

During the year under review, the Company had issued Commercial Papers (CPs) to meet working capital requirements. As of 31^st March, 2024, there were no outstanding CPs. The other financing requirements of the Company has been met through working capital loan from multiple banks.

(6) DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 134(3) (c) of the Companies Act, 2013 your Directors hereby state:

• that in the preparation of annual financial statements for the year ended 31^st March, 2024, the

applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures, if any;

• that the Directors had 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;

• that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• that the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(7) DIRECTORS :

The Board of Directors has, based on the recommendation of the Nomination and Remuneration Committee appointed Smt. Drushti R. Desai (DIN: 00294249), Smt. Nirma Bhandari (DIN: 02212973) and Shri. Hemal Patel (DIN: 00805614) as Additional Directors of the Company in the category of Independent Directors for a term of 5 (five) consecutive years with effect from 22^nd May, 2024. Their appointments shall be subject to approval of the members at this remove Annual General Meeting of the Company.

Further, the second term of 5 (five) consecutive years of Dr. Vijay Joshi, Smt. Usha Laxman and Shri. Tushar Jani as Independent Directors will get completed in the financial year 2024-25 and therefore would cease to be Directors of the Company. The Board of Directors place on record its appreciation for the valuable contribution made by each of them during their tenure.

In accordance with the provisions of the Companies Act, 2013, Shri. Raju H. Gala and Shri. Anil Swarup, Directors of the Company, retire by rotation and, being eligible offer themselves for re-appointments.

(8) RISK MANAGEMENT POLICY :

During the year under review, the Company has identified and evaluated elements of business risk. Business risk, inter-alia, includes fluctuations in Foreign Exchange, Regulatory Risk, Competition from other players and High Input Costs. The Risk Management Framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risks. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same. As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formed Risk Management Committee to discuss, identify, evaluate and mitigate the various business risks that the Company may face during its functioning.

(9) CORPORATE SOCIAL RESPONSIBILITY:

Empowering Communities Through Comprehensive CSR Initiatives: Company's Commitment to Education, Health, and Beyond

In the fiscal year 2023-24, the Company continued its steadfast commitment to Corporate Social Responsibility (CSR), channeling resources into impactful initiatives across education, medical, animal welfare, community development, and sports. Recognizing the pivotal role of education and health in shaping individual lives, the Company remains dedicated to advancing progress in these critical sectors. Through a diverse range of programs and partnerships, the Company strives to make a meaningful difference in the communities it serves, embodying its enduring ethos of social responsibility and collective well-being.

In the realm of education, the Company has demonstrated unwavering dedication to fostering inclusivity and empowerment. Throughout the year, the Company supported the educational fees of 271

children, including those with special needs, cancer, and underprivileged backgrounds. This support extended to crucial services such as therapy and psychological assessments, helping these children pursue their academic aspirations despite significant challenges. Additionally, the Company supported 451 students preparing for Civil Service examinations by providing coaching and hostel facilities, facilitating their pursuit of academic excellence and career advancement. Career Guidance and Communication sessions conducted across 12 schools in Mumbai benefited 3,631 children and 755 parents, enhancing parent-child communication and empowering students to make informed career choices. Recognizing the importance of early childhood education in rural areas, the Company championed initiatives to bolster Anganwadi teams' skills, enriching the educational experiences of 75 children in Anganwadis near its factory.

Furthermore, the Company remained committed to enhancing education quality through extensive support for teacher training initiatives across Maharashtra. A total of 87 workshops were conducted, catering to the professional development needs of 4,852 educators, focusing on crucial areas such as School Leadership Development, Government Scholarship awareness, and Mathematics enrichment programs. The Company also supported the development of Science, Mathematics, and Language Labs for 350 children from underserved slum communities, providing dynamic learning environments for hands-on experiments and activities. Workshops fostering innovation provided a platform for 3,200 children to develop scientific innovations through experiential learning. In addition, the Company addressed basic needs by providing an RO plant for a school with 400 children, ensuring access to clean drinking water. The establishment of two Computer Centres near Khaniwade factory equipped 142 young individuals with essential computer skills, fostering digital literacy and economic empowerment through skill development centers, benefiting 67 individuals in Maharashtra by enhancing their vocational skills in tailoring.

Prioritizing Health and Medical Care: Company's Commitment to Well-being

Acknowledging the pivotal role health plays in individual well-being, the Company remains steadfast in its commitment to ensuring access to essential healthcare facilities. In Mumbai, where accommodation during cancer treatment poses a significant challenge for patients from outside Maharashtra, the Company supported an initiative to alleviate this burden. By extending assistance to 152 children undergoing cancer treatment, the Company provided holistic services that offered comfort and shelter safety to both patients and their families. This support aimed to ease the journey of these young patients and their families as they navigate through the demanding process of treatment.

Additionally, the Company continued its efforts to support vulnerable populations by providing nutritional assistance to the needy. This year, the Company facilitated nutritious meals for 823 underprivileged children attending schools and special needs children, ensuring they receive essential nourishment to support their overall health and well-being. This program also supported malnourished children, pregnant and lactating mothers, adolescent girls, and TB patients.

The Company also extended its support to medical centers in Gujarat and Maharashtra, facilitating treatment for a total of 74,004 patients afflicted with various medical ailments. Furthermore, 57,927 patients benefited from medical camp services and diagnostic facilities offered by the Company, addressing diverse healthcare needs within the communities.

Moreover, the Company facilitated 715 surgeries, including gynaecology, ENT, dental, orthopedics, dermatology, and cataract surgeries, enabling individuals to regain their vision and improve their quality of life. These medical camps also served as crucial platforms for health education, empowering patients with knowledge about maintaining a healthy lifestyle. The Company sponsored specialized screening camps, notably facilitating breast and cervical screenings for 500 patients, emphasizing early detection and prevention. Through these targeted interventions, the Company continues to enhance healthcare access and promote holistic wellness among marginalized populations, demonstrating its unwavering commitment to improving health outcomes and fostering a culture of preventive care.

• Animal Welfare

In alignment with its commitment to animal welfare, the Company supported the care of 20,912 animals at shelters in Gujarat, providing critical provisions such as shelter, nourishment, medical amenities, and vaccinations to ensure their well-being. Additionally, the Company facilitated surgical interventions and medical treatments for various ailments afflicting stray animals, demonstrating its dedication to alleviating their suffering and promoting their health. Through these concerted efforts, the Company remains steadfast in its mission to safeguard and improve the lives of vulnerable animals in our communities.

• Community Development

Throughout the year, the Company undertook initiatives to empower 156 farmers near its operations, enabling them to generate additional income and enhance land productivity during non-farming seasons. The Company also supported a skill development Center in Gujarat, benefiting 242 individuals by equipping them with income generation skills for economic advancement. Additionally, the Company aided 733 self-help groups in Gujarat, helping families become debt-free. Furthermore, the Company distributed vegetable seed packets and fruit plants to 31,000 families, enabling them to cultivate vegetables for 2-3 months and sell surplus produce.

• Sports

The Company proudly extended its support to several talented athletes who have achieved remarkable milestones in their respective sports. Diya Chitale, a table tennis player, secured multiple Gold Medals including in the Women's Singles and Mixed Doubles categories at national championships. Similarly, Chita Jangla, a dedicated skater, captured the Gold medal at the 61^st India Nationals Skating Championship and is preparing to represent India at the World Skate Games in Italy. Furthermore, the Company demonstrated unwavering support for Keval Kaka, a determined mountaineer aiming to conquer Mount Everest at the age of 32. These individuals exemplify dedication, resilience, and passion, and the Company is honored to champion their remarkable journeys toward sporting greatness. Through this commitment, the Company aims to support individual athletes, recognizing their talent and dedication across various disciplines. The CSR report is attached as Annexure 'B'.

(10) NOMINATION AND REMUNERATION POLICY :

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy (NRC Policy) which has been uploaded on the Company's website.

The salient features of the NRC Policy are as under:

i) Setting out the objectives of the Policy;

ii) Definitions for the purposes of the Policy;

iii) Policy for appointment and removal of Director, KMP and Senior Management ;

iv) Policy relating to the Remuneration for the Managerial Personnel, KMP Senior Management Personnel;

v) criteria for selection and appointment of Board members.

(11) BOARD MEETINGS :

Five (5) Board Meetings were held during the financial year ended 31^st March, 2024. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

(12) SECRETARIAL STANDARDS:

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

(13) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

Your Company has maintained a proper and adequate system of internal controls. The Company's internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes keeping in view the organisation's pace of growth and increasing complexity of operations. This ensures the safeguarding of assets and properties of the Company and protects against unauthorised use and disposal of the assets. Your Company's internal control systems commensurate with the nature and size of its business operations. The internal auditor's team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

(14) INDEPENDENT DIRECTORS :

All the Independent Directors of the Company have given their declarations/confirmations to the Company as required under Section 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet and are in compliance with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed

that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

(15) RELATED PARTY TRANSACTIONS:

Related party transactions that were entered into during the financial year were at arm's length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions were entered into only with prior approval of the Audit Committee. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. The Board of Directors has adopted a policy on Related Party Transactions and the same is available on the website of the Company. Transactions with related parties, as per requirements of Indian Accounting Standard 24 are disclosed in the notes to accounts accompanying to the financial statements. Since all related party transactions entered into by the Company were in the ordinary course of business and at arm's length basis, Form AOC- 2 is not applicable to the Company.

The Company has adopted a policy on Related Party Transactions and dealing with Related Party Transactions which is uploaded on the website of the Company.

a) Navneet Futuretech Limited

The Company is in the business of hardware sale related to e-learning software and in the previous year the Company was in the business of developing digital content and technology platforms for schools, teachers and students in India. The Company's revenue for FY 2023-24 was Rs. 370 Lakhs as against Rs. 1,614 Lakhs for FY 2022-23. EBITDA for FY 2023-24 was Rs. 17 Lakhs as against ' (3,246) Lakhs for FY 2022- 23.The numbers in the financial statements for the year ended 31^st March 2024 are not comparable to the numbers of previous year ended 31^st March 2023 as the financial statements of the previous year do not contain the effect of the scheme of arrangement. (Also refer note 60 of the Standalone Financial Statements)

b) Indiannica Learning Private Limited

The Company is pioneer in products that promote knowledge and learning. The Company has an extensive product catalogue comprising specialized curricular learning solutions consisting of textbooks, interactive student and teacher resources, teacher training materials, educational, instructional, and information products as well as technology solutions.

Indiannica Learning Private Limited achieved turnover of Rs. 5,920 Lakhs for FY 2023-24 as against Rs. 6,517 Lakhs for FY 2022-23. The EBITDA was Rs. 37 Lakhs for FY 2023-24 as against Rs. 861 Lakhs for FY 2022-23.

c) Navneet (HK) Limited

Navneet (HK) Limited achieved turnover of Rs. 2,106 Lakhs for FY 2023-24 as against Rs. 658 Lakhs in FY 2022-23 and after considering expenses, it made a net profit of Rs. 68 Lakhs as against net profit of Rs. 9 Lakhs in FY 2022-23.The Company continue to hold 70% of the share capital of Navneet (HK) Limited.

d) Navneet Tech Ventures Private Limited

Navneet Tech Ventures Private Limited ('NTVPL) was incorporated in March, 2021 to setup, own and operate Technology based and driven education in India. NTVPL has achieved profit of Rs. 27 Lakhs for the financial year ended 31^st March, 2024 as against loss of Rs. 2 Lakhs incurred for FY 2022-23.

e) Navneet Learning LLP

The Company continue to hold 93% of voting rights and equivalent share in profit/loss in Navneet Learning LLP ('the LLP'). After considering administrative expenses, the LLP incurred a loss of Rs. 36,408 for FY 2023-24 as against loss of Rs. 24,100 for the FY 2022-23.

f) Carveniche Technologies Private Limited

Carveniche Technologies Private Limited is an education technology Company engaged in the business of AI based learning platform, interactive content and physical Math & logic boxes for children in the age group of 3-14 years. The total income generated for the financial year 2023-24 was Rs. 302 Lakhs (financial year 2022-23'261 Lakhs). The total comprehensive loss was Rs. 150 Lakhs for the financial year 2023-24 and for the financial year 2022-23 it was Rs. 432 Lakhs. The numbers for the financial year 2023-24 are unaudited and as certified by the management of this associate Company.

g) K12 Techno Services Private Limited

The total income generated for the financial year 2023-24 was Rs. 44,542 Lakhs as against Rs. 38,162 Lakhs for FY 2022-23. The total comprehensive loss for the financial year 2023-24 was Rs. 579 Lakhs as against total comprehensive loss of Rs. 3,769 Lakhs. The numbers for the financial year 2023-24 are unaudited and as certified by the management of this associate Company.

(17) CONSOLIDATED FINANCIAL STATEMENTS :

Your Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report and Accounts.

(18) COMPOSITE SCHEME OF ARRANGEMENT :

During the year under review, the Board of Directors had approved the Composite Scheme of Arrangement between Genext Students Private Limited (GSPL), Navneet Futuretech Limited (NFL) and Navneet Education Limited ("NEL') and their respective shareholders whereby GSPL would merge with NEL and cease to be in existence without winding up and Edtech business of NFL would merge into NEL. The rational for merging GSPL with NEL inter-alia are that NEL enjoys a strong brand visibility and leadership in educational content and accordingly the said scheme ensures the consolidated business will have a greater reach to its customers and deepen its presence in the market through its offering of combined suite of educational products, consolidation also will help NEL to create a unified leadership helping in developing a sales channel with the right distribution of physical as well as digital products to tap the market opportunities, better management and control and adoption of combined strategies necessary for growth of business giving NEL an edge over competition. Further, for demerging Edtech business into NEL the rational inter-alia are that the consolidation will ensure the better quality of product with seamless integration of content and digital teams, the publishing business of NEL and the business of providing various learning functions via digital platform to various schools through demerge of Ed-tech business of NFL, are both complimentary in nature and provide for a great scope of bundling the physical as well as digital products for sale to its customers.

Your Directors are pleased to inform that the said Composite Scheme of Arrangement was approved by National Company Law Tribunal ("NCLT") - Mumbai Bench on 6^th May 2024 with the appointed date being 1^st April 2023. The said order of NCLT has been filed by all these companies with Registrar of Companies on 17^th May 2024 and accordingly, the scheme has become effective from 17^th May, 2024. As per the said scheme, GSPL is merged with NEL and cease to be in existence without winding up and the Ed-tech business of NFL is demerged into NEL. The financial results for FY 23-24 and FY 22-23 include the impact of accounting adjustments arising pursuant to the said scheme in accordance with the applicable Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Accounting Standards) Amendment Rules, 2016.

(19) UNLOCKING VALUE-NAVNEET LEARNING LLP DIVESTS PARTIAL STAKE :

Your Directors inform that Navneet Learning LLP, a subsidiary of the Company has divested its partial stake of 5.12% on a fully diluted basis in K12 Techno Services Private Limited ( K12 Techno) to Venturi Partners for a gross consideration of Rs. 22,518 Lakhs by entering into definitive agreements. Post this divestment, Navneet Learning LLP continue to own 14.35% stake in K12 Techno. This partial stake sale by Navneet Learning LLP marks the 1^st part exit which is in-line with the value creation it had originally envisaged while making an investment in K12 Techno. This decision to partially divest the stake aligns with long-term strategic vision and allows to focus available resources on core business objectives while unlocking value for the stakeholders. The Company holds 93% stake in Navneet Learning LLP.

(20) LISTING OF SECURITIES :

The equity shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with security ID 508989 and symbol of NAVNETEDUL respectively. The outstanding Commercial Papers issued are listed on NSE under separate security ID for each tranche. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2023-24 have been paid.

(21) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note number 50 and 51 to the standalone financial statements.

(22) BOARD EVALUATION:

Pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration various aspects of Board's function, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The following were the Evaluation Criteria:

a) For Independent Directors: -

Knowledge and Skills - Professional Conduct - Duties, Role and Functions - Fulfilment of the Independence Criteria; and

b) For Executive Directors: -

Performance as Team Leader/Member - Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Set Key Goals and Achievements - Professional Conduct and Integrity - Sharing of Information with the Board.

The Board of Directors expressed its satisfaction with the evaluation process.

(23) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or to the Board as required under Section 143(2) of the Companies Act, 2013 and Rules framed thereunder.

(24) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF):

• As required under Section 124 of the Companies Act, 2013,the unclaimed dividend amount aggregating to Rs. 47.84 Lakhs lying with the Company for a period of seven years were transferred during the financial year 2023-24, to the Investor Education and Protection Fund Authority (IEPF) established by the Central Government.

• As required under Section 124 of the Companies Act, 2013, the Company transferred 44,070 equity shares , in respect of which dividend has not been claimed by the members for seven consecutive years or more to the Investor Education and Protection Fund Authority during the financial year 2023-24. The details of shares transferred have been published on both the website of IEPF and the Company.

(25) WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company.

(26) SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of CS Sunil M. Dedhia (COP No.2031), Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report in Form MR- 3 is attached as Annexure 'C' forming part of this Report.

(27) SUBSIDIARY COMPANY :

The Company does not have any material subsidiary whose net worth exceeds 10% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 10% of the consolidated income of the Company during the previous financial year. A statement containing salient features of the financial statement of subsidiary Company in the prescribed format AOC-1 is included in the report as Annexure 'D' and forms part of this Report.

(28) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company has a familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. and the same is available on the website of the Company.

(29) CORPORATE GOVERNANCE :

A report on Corporate Governance as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 alongwith requisite certificate obtained from M/s. N A Shah Associates LLR Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached and forms part of this Report marked as Annexure 'E'.

(30) AUDITORS :

The Members of the Company at their 36^th Annual General Meeting had approved the re-appointment of M/s. N A Shah Associates LLR(Firm Registration No. 116560W/W100149), Chartered Accountants as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 36^th AGM until the conclusion of 41^st AGM of the Company to be held in the year 2027.

Pursuant to the provisions of Companies Amendment Act, 2017, notified on 7^th May, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of M/s. N A Shah Associates LLR as Statutory Auditors of the Company.

(31) COMMENTS ON AUDITORS' REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their report requiring explanation or comments from the Board of Directors as required under Section 134(3) of the Companies Act, 2013.

(32) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

In 2021 SEBI introduced new sustainability related reporting requirements to be reported in the specific format which is a notable departure from the existing Business Responsibility Report. This is a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to give Business Responsibility and Sustainability Reporting in the specific format. In line with the above, the Business Responsibility and Sustainability Report is provided in a separate section and forms part of the Annual Report as Annexure 'F'.

(33) PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 'H' to this report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

(34) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report forms part of this Report.

(35) ANNUAL RETURN :

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT- 7 for FY 2023-24, is available at https://navneet.com/ wp-content/uploads/2024/07/mgt7pdf.pdf

(36) CREDIT RATING:

During the year under review CRISIL Limited reassigned an A1+ rating for the Company's commercial paper amounting to ?30,000 Lakhs and the short-term bank facility valued at ?200 Lakhs.

During the year under review, CARE Ratings Limited reaffirmed an AA Stable/A1+ rating for the Company's long-term and short-term bank facility totaling ?45,000 Lakhs, along with an A1+ rating for the short-term bank facility of ?200 Lakhs.

(37) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The details of number of complaints pending at the beginning of the financial year, received during the financial year and pending as on end of financial year is as under:

During the year under review:

• no significant or material orders were passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations;

• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

• no material change and commitment affecting the financial performance of the Company occurred between the end of the financial year of the

Company to which the financial statement relate and the date of this report;

• no public deposit as defined in Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 was accepted or renewed;

• there has been no change in the nature of business of the Company;

• the Company has complied with the provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and on General Meetings (SS-2) issued by The Institute of Company Secretaries of India;

• all the insurable interest of the Company including inventories , buildings, plant and machinery are adequately insured against risk of fire and other risks.

(39) DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

(A) Conservation of Energy

Company's plant was designed to achieve high efficiency in the utilisation of energy. The key areas with regards to reduction of energy are identified and constant efforts are made towards energy conservation.

(1) Efforts in brief towards technology absorption, adaptation & innovation

Through visits of technical personnel to developed Western countries, your Company keeps abreast with the advanced Technology Development and through specific programmes introduces, adopts and absorbs these sophisticated technologies.

In view of the above, your Company has been able to achieve a higher production, accuracy and perfection in printing.

(3) In case of Imported Technology

(i) Technologies - None, your

Imported Company

(ii) Year of Import has not

(iii) Has the technology ^{imported any}

been fully absorbed? ^technology

(C) Foreign Exchange Earnings and Outgo:

The Company's export turnover has been Rs. 57,213 Lakhs (FY 22-23'55,139 Lakhs)

Total Foreign Exchange earned and used :

(i) Foreign Exchange earned : Rs. 57,173 Lakhs (FY 2022-23'54,604 Lakhs)

(40) ACKNOWLEDGEMENT :

Your Directors wish to place on record their appreciation for the commitment extended by the employees of the Company during the year. Further, the Directors also wish to place on record the support received from its shareholders, bankers, business associates, vendors and customers.

Your Directors also thank Government of various States in India and government departments/agencies concerned for their co-operation.