Dear Members,
The Board of Directors of the Company are pleased to present the
Company's 53rd annual report along with the audited financial statements
(standalone and consolidated) for the financial year ended March 31, 2025.
FINANCIAL SUMMARY:
A summary of the Company's standalone and consolidated financial
performance for the year ended March 31, 2025, is given below:
|
For the year ended |
Particulars |
Standalone |
Consolidated |
|
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
Total income for the year |
1,80,020 |
1,54,757 |
4,13,517 |
3,95,503 |
Profit before finance charges, depreciation,
tax |
56,319 |
33,251 |
1,98,678 |
1,85,586 |
and exceptional items |
|
|
|
|
Less: Finance charges |
261 |
640 |
2,588 |
27,460 |
Profit before depreciation and taxation |
56,058 |
32,612 |
1,96,090 |
1,58,126 |
Less: Depreciation |
3,407 |
3,183 |
35,241 |
31,871 |
Profit before exceptional
items but after depreciation |
52,651 |
29,428 |
1,60,849 |
1,26,255 |
Exceptional items, net |
- |
- |
- |
11,580 |
Profit before tax |
52,651 |
29,428 |
1,60,849 |
1,37,835 |
Less: Current tax |
10,864 |
7,508 |
18,323 |
15,126 |
- Deferred tax expense |
(554) |
95 |
(1,047) |
(2,823) |
Profit after tax from continued operations |
42,341 |
21,825 |
1,43,573 |
1,25,532 |
Profit after tax from discontinued operations |
(172) |
76 |
(172) |
76 |
Profit after tax for the year |
42,169 |
21,901 |
1,43,400 |
1,25,608 |
Non-Controlling interest |
- |
- |
34,252 |
31,235 |
Net profit attributable to shareholders of
the |
42,169 |
21,901 |
1,09,148 |
94,373 |
Company |
|
|
|
|
Appropriations |
|
|
|
|
Dividend on equity share capital |
22,784 |
5,804 |
16,980 |
5,804 |
A turnaround in the Metals division and sustained high operational
performance by the Indian power plants and
Maamba Energy power plant have helped the company to register highest
ever income and profit after tax. The Company recorded highest ever consolidated revenue
and PAT of 4,13,517 Lakhs and 1,43,400 Lakhs respectively with a YoY growth of 4.6% and
14.2% for the year, driven by improvements across multi segments. The Consolidated EBITDA
at 1,98,678 Lakhs with a margin of 48.1% for FY25 ( 185,586 Lakhs & 46.9% for FY 24)
grew by 7.1% indicating the healthy operational parameters and good margins owing to cost
control measures.
The highest ever profit was achieved despite reduction in provision for
reversal of expected credit loss by INR 4,965 Lakhs YoY, despite no exceptional income Vs
11,580 Lakhs for FY24 and aided by reduction in interest costs with the full repayment of
project finance loans and reduction in shareholder loans under Maamba Energy Limited
(MEL). The standalone total income is 1,80,020 Lakhs, showing an increase by 16.3% y-o-y
owing to increased export sales of Metals division and higher external sales of Energy
division. The other income was higher with receipt of dividend income of 11,432 Lakhs from
the subsidiaries. The Standalone EBITDA and profit after tax have stood at 56,319 Lakhs
and 42,169 Lakhs, respectively, for the year with an increase by 69.4% and 92.5%
respectively on Y-o-Y basis.
A key development during the year was the repayment by Maamba Energy
Limited (MEL) of interest arrears amounting to US$ 55.5 million and shareholder loans
totalling US$ 120 million to both Sponsors.
REVIEW OF OPERATIONS:
Metals:
Notwithstanding the turnaround, realisations for ferro alloys remained
subdued during the year due to weak export market demand and intense competition from
marginal players in the domestic market, resulting in pricing pressure. However, during
the latter part of the year, export realisations improved, aided by index-based pricing
mechanisms, enabling the Company to meet its cost base and generate modest margins.
Telangana-operations: The strategic shift towards producing Ferro
Silicon and securing export orders enabled the division to achieve a turnaround. Silico
Manganese production stood at 60,945 MT, a 29.1% decline YoY, while sales were 56,957 MT,
down 37.6% YoY, primarily due to conversion of two furnaces to Ferro Silicon production.
Ferro Silicon production increased significantly to 13,490 MT (FY24: 2,380 MT), with
export orders contributing healthy margins, outperforming the domestic market.
Odisha-operations: Silico Manganese production stood at 43,220
MT during the year, marking a significant 127.6% year-on-year increase, as
operations recovered from the raw material handling system breakdown that had impacted
production in FY24. Sales volumes rose to 37,729 MT, reflecting a 66.9% increase
YoY, supported by a moderate improvement in realisations in the domestic market.
Energy:
Telangana-operations: The operational performance of the 114 MW
captive power plant has significantly improved, with Plant Load Factor (PLF) increasing to
66.1% in FY25, compared to 32.9% in FY24. This improvement is primarily attributable to
the diversification of coal procurement sourcing from subsidiaries of Coal India Limited
and private mines at lower costs compared to Singareni Collieries Limited. Additionally,
sufficient coal is being procured through spot auctions to further reduce generation
costs. Merchant power sales witnessed a sharp increase, rising to 179.0 MUs in FY25 from
20.1 MUs in FY24. This growth was supported by the availability of bilateral contracts
during select months and favourable tariffs during peak demand periods.
The proposal to bifurcate the 114 MW power plant into 82 MW captive
power plant (CPP) and 32 MW Independent
Power Plant (IPP) has gained traction with local utility processing our
application. The required technical modifications in the power network are being addressed
in coordination with the local utility. Odisha Operations: The 150 MW power station
comprising a 90 MW CPP and a 60 MW IPP maintained robust performance, achieving a PLF of
71.5% during FY25. This was driven by consistent power realizations from bilateral
contracts and power exchanges, supported by stable coal supply from Mahanadi Coalfields.
However, PLF was partially impacted due to restrictions on merchant sales under the 90 MW
CPP in compliance with captive power plant regulations.
To overcome the issue of low productivity under 90 MW CPP, the 60 MW
unit is being converted into an IPP, thereby increasing the total IPP capacity to 120 MW.
All necessary approvals were received post-April 2025, and technical modifications to the
power network are currently underway. The remaining 30 MW CPP will continue to meet the
power requirements of the Ferro Alloys plant.
The continued strong performance of the Odisha unit remains a key
contributor to the Company's standalone profitability.
Nava Bharat Energy India Limited - 150 MW power unit: The 150 MW
power plant demonstrated improved performance during the year, driven by the availability
of bilateral contracts and favourable tariffs in the power exchanges. The Plant Load
Factor (PLF) rose to 69.9% compared to 63.8% in FY24, thereby continuing to
contribute to consolidated profitability. Adequate coal supply was ensured through the Shakti
B-III scheme, and an additional
400,000 MT was allocated from Singareni Collieries Limited,
resulting in reduced transportation costs and lower cost of generation.
Maamba Energy Limited (MEL) 300 MW power plant: The name of
Maamba Collieries Limited was changed to Maamba Energy Limited w.e.f. 17th July
2024 to reflect the main business of Energy. The 300 MW plant maintained robust
operational efficiency, with a plant availability of 90.1% and PLF of 89.8% during the
year. With timely receipt of monthly dues and payments pursuant to the Arbitral Award, MEL
repaid US$ 55.5 million in interest arrears and US$ 120.0 million in shareholder loans to
both sponsors. All shareholder loans were fully repaid by April 2025.
Under the Arbitral Award of US$ 518.1 million, MEL had received US$
357.5 million by March 2025 and an additional
US$ 75.0 million thereafter, reducing receivables to US$ 85.5 million.
The balance is expected to be realized by the end of this calendar year (2025). An
Expected Credit Loss (ECL) provision of US$ 17.1 million was reversed during the year,
leaving a residual provision of US$ 16.8 million.
Mining:
The mining division sustained revenue levels despite a 9.3%
decline in external coal sales. Profitability increased by 33.6% YoY, driven by
cost savings and increased transfer pricing to the power division. The division continues
to generate positive free cash flows for MEL.
Agribusiness - Avocado Plantation:
The avocado plantation is progressing on schedule, as planned across
four divisions with 100,000 trees each. As of March 2025, over 168,000 trees have been
planted, with 12,000 saplings in the nursery for Division B. An order for 100,000 trees
has been placed for Division C, targeted for planting by March 2026.
Tree growth is progressing well, with 16,000 trees in Division A now
flowering and setting fruit. The first commercial yield is expected between November and
December 2025. Construction of the packhouse has commenced with architects and equipment
suppliers having been appointed.
Nava's avocado farm is poised to become one of the world's
largest and most technologically advanced avocado operations, adhering to Global GAP
standards and creating significant social impact through employment and skill development.
Infrastructure support from the Government of Zambia has been
encouraging, with grid power connection established in August 2024. Roadworks and bridge
construction are progressing well and are, targeted for completion by September 2025,
facilitating timely transport of materials for the packhouse.
Agribusiness Integrated Sugar project in Zambia:
With infrastructure commitments fulfilled by the Government of Zambia
(roads and power), the group has resumed the development of an integrated complex for
sugar, ENA, and ethanol production. The estimated capital outlay is US$ 200 million,
comprising the latest irrigation system, captive plantation and estate development, 2500
TCD Sugar Plant, 20 MW Cogeneration power plant and 20 KLPD distillery in Phase I. For
implementing the integrated sugar project, it is proposed to leverage upon the group
inhouse project management experience aside from relocating the idle 20 MW mixed fuel
power plant at Dharmavaram, Andhra Pradesh to Zambia. With this project structure,
scalability of the sugar plant and surplus power generation are enabled. The sugar market
in the neighbouring countries is growing exponentially, underpinning project feasibility.
A sugarcane nursery has been developed, and orders have been placed for
tissue culture plantlets, irrigation systems, etc. Land development over 4,500 Ha
commenced towards the end of the financial year. Debt financing discussions are underway
with banks and financial institutions.
Mineral Exploration
Manganese Ore mine in Cote d'Ivoire:
The exploration studies in the newly allocated 340.42 sq km mine are
underway with the technical reports expected by Dec 2025. The focus is on securing
critical inputs for long-term ferroalloy operations.
Magnetite Ore mine in Zambia:
MEL holds a Small-Scale Mining License for magnetite ore in the Central
Province of Zambia covering an area of ~323 Ha. The exploratory studies involving
geological mapping, geophysical survey and drilling etc were carried out and the technical
reports suggested that the resource estimate was low and average Fe content was also
moderate at
43% making the project economically unviable. MEL will decide on the
mining license in due course.
Exploration for Lithium and other minerals:
MEL has been pursuing the exploration activity in the large concession
for Lithium and other minerals. A detailed resource estimate is expected in a year time.
Others:
Under healthcare vertical in Singapore and Malaysia, revised focus is
on the distribution of Women Healthcare products. Presently have signed exclusive
distribution contracts for 5 products in Malaysia and for 2 products in Singapore. The
strategy remains to pursue trading of niche lifestyle and Women Healthcare products while
the sales are projected to increase going forward with the marketing initiatives.
Healthcare Division Singapore and Malaysia:
The healthcare vertical has refocused on distribution of
women's health products.
Currently, exclusive distribution agreements are in place for 5
products in Malaysia and 2 products in Singapore. The strategy remains centered
on marketing niche lifestyle and women's healthcare products, with sales expected to grow
through targeted marketing efforts.
DIVIDEND:
During the year, MEL distributed cash by repaying the accumulated
interest and shareholder loans. In order to reward its shareholders, the Board of
Directors declared an interim dividend for the financial year on the equity shares at 200%
( 4.00 per equity share of 2/- each), at its meeting held on August 8, 2024.
For FY 202425, after careful consideration of ongoing commitments
and available cash resources, the Board has recommended a final dividend on the equity
shares at 600% ( 6.00 per equity share of 1/- each), subject to shareholders'
approval at the ensuing Annual General Meeting (AGM). The recommended dividend is in
accordance with the parameters laid down in the Company's Dividend Distribution
Policy and will be paid out of the profits for the year. The aggregate final dividend
payout amounts to 16,980 Lakhs.
For FY 2024 25, the total dividend (Interim and final) payout per share
stands at 8/- (face value of 1/- each), compared to 2/- in the previous financial year,
marking a 300% increase year-over-year.
RESERVES:
The Board of Directors has decided to retain the entire amount of
profit for the Financial Year 2024-25 in the statement of profit and loss and no amounts
were proposed to be transferred to Reserves, except transfer to Capital Redemption Reserve
on account of Buyback of 72,00,000 equity shares of face value of 1/- each, for the period
under review. The securities premium amount is fully utilised towards the buyback of
shares for 36,000 Lakhs carried out during the year.
CAPEX AND LIQUIDITY:
During the year, the Company on a consolidated basis had incurred CAPEX
spend of 85,190 Lakhs primarily across
India and Zambia towards under construction of 300 MW power plant and
Avocado plantation. The Consolidated
Company's liquidity position is 2,03,092 Lakhs as on March 31,
2025 comprising cash and liquid investments.
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 18 direct and stepdown subsidiaries as on March 31,
2025.
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, the standalone
and consolidated financial statements of the company along with separate audited financial
statements of subsidiaries are placed by the Company on its website at www.navalimited.com
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, 2025 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 details of the major subsidiaries are given below:
FOREIGN SUBSIDIARIES
NAVA BHARAT (SINGAPORE) PTE. LIMITED (NBS)
NBS is the Company's material wholly owned subsidiary, primarily
holding company for overseas strategic investments in coal mining and energy generation.
Its principal investments as on March 2025 are in Maamba Energy Limited, Zambia and Nava
Alloys CI, Cote d'Ivoire (which was incorporated during the year).
NBS increased its equity shareholding in MEL to 65.0% by acquiring
0.31% for US$ 2.25 Million. Further NBS committed to invest US$ 65.0 Million towards the
equity contribution of 300 MW Phase II power plant under construction by MEL.
MAAMBA ENERGY LIMITED (MEL) (formerly known as MAAMBA COLLIERIES
LIMITED)
MEL is a step- down subsidiary of the group in Zambia with NBS holding
65.0% of the equity stake while 35.0% is held by ZCCM Investments Holdings PLC., (ZCCM-IH)
a Government of Zambia undertaking. MEL pursues businesses of coal and energy sale in
Zambia and holds strategic financial and operational position in the consolidated
financials of the Company. MEL fully repaid accrued interest and significant amount of
shareholder loans to both the sponsors thereby reducing the group investment exposure to
124,531 Lakhs (US$ 145.5 Million) from 217,407 Lakhs (US$
261.0 Million) as in March 2024.
The total income and PAT for the year were US$ 245.2 Million and US$
115.5 Million respectively compared to US$ 259.8 Million and US$ 107.6 Million. The
previous year income was higher with the exceptional item of insurance claim of US$ 14.0
Million received during the previous year.
Post the closure of financial year, MEL Board has declared final
dividend of US$ 50.0 Mn for FY 2024-25, subject to shareholders approval and further has
fully repaid shareholder loans to the sponsors in Apr 25.
Energy
The 300 MW power plant sustained the high plant availability and PLF of
90.1% and 89.8% respectively for FY25.
Generation made was 2,360 MUs all supplied to the local utility ZESCO
Limited after allowing for auxiliary consumption and transmission losses.
During the year, MEL took up the brown field expansion of the power
plant by additional 300 MW (150 MW x 2) with target commissioning date of one unit by Aug
2026. The project has a capital outlay of US$ 400 Million, with a debt of US$ 300 Million
and equity of US$ 100 Million to be funded by both the sponsors.
Signed a 20 year Power Purchase Agreement with ZESCO year
1 tariff to be US$ 9.5 cents/kWh
Tie-up for long term debt achieved without any recourse to the
sponsors
Project construction has commenced in Sep 2024 and orders have
been placed for all major equipment of turbine and generator
Coal mining
The external coal sales have declined by 9.3% to 442,728 MT with the
power outages for industrial consumers in
Zambia. The revenue was sustained with the increase in transfer price
for the coal transferred to power plant while the profitability increased with savings in
mining and financing costs. The Zambian coal realizations, however, cannot be compared to
high international index prices as Zambia is a land locked country with much higher road
transport charges and existence of a geographical limitation as opposed to high value
minerals like copper.
MAAMBA SOLAR ENERGY LIMITED (MSEL)
As part of the group's diversification strategy into renewable
energy, MSEL was incorporated on January 28, 2025 and is a step-down subsidiary in Zambia
with 100% equity holding by MEL.
The group is developing 100 MW solar project in Zambia with an initial
estimated cost of US$ 90.0 Million. The status of the project is:
Feasibility and grid impact studies have been completed
Executed 20 year Power Purchase Agreement with ZESCO at a tariff
of US$ 7.80/kWh
Initiated discussions for the debt funding
Identifying the potential EPC Contractors and equipment
suppliers
NAVA ALLOYS CI (NACI), Cote d'Ivoire
NACI was incorporated during the year as 100% subsidiary of NBS for
setting up ferro alloys plant and a biomass power plant. Required land of 40 Ha for the
project has been identified and is being dealt with local Govt for acquiring it. Further
technical studies for firing the co-gen power plant with cocoa pod shells, cocoa wood etc
has been initiated.
NAVA ENERGY PTE. LTD., SINGAPORE (NEPL) & NAVA ENERGY ZAMBIA LTD.,
ZAMBIA (NEZL):
NEPL, the wholly owned subsidiary (WOS) and NEZL, a step-down
subsidiary of the Company continues to render quality O&M services to MEL for its 300
MW power plant in Zambia. The O&M operations leverage upon the technical support
extended by the Company and its Indian subsidiaries.
Qualified and experienced personnel and subcontractors have been
engaged in Zambia to carry out onsite works at
MEL's power plant. Both companies were instrumental in MEL's power
plant achieving high operational performance during the year.
NEPL has been appointed as O&M Contractor for MEL's 300 MW
phase II power plant also.
NAVA AGRO PTE. LTD., SINGAPORE (NAPL)
NAPL is a wholly owned subsidiary of the Company and is the
intermediate holding company in Singapore to pursue investments in commercial agriculture
and related businesses, initially in Zambia.
KAWAMBWA SUGAR LTD., ZAMBIA (KSL)
KSL is a Zambian step-down subsidiary which has been 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.
The farm has received grid power during the year and infrastructure of
roads, bridges are nearing completion by the Govt of Zambia. Nava management has revived
the integrated sugar project to produce Sugar, ENA and co-gen power including that of
large captive sugar plantation in Phase I. Sugarcane plantation in Nursery has started
during the year and is being readied for multiplication while land development works have
started towards the end of financial year. The sugar project is planned for commissioning
by Mar 2028 while the sugar plantation and construction works will pick-up pace during
FY26.
NAVA AVOCADO LIMITED (NAL)
NAL is a step-down subsidiary under NAPL, developing Avocado plantation
in about 2000 Ha of land. The Avocado plantation is being developed in 4 divisions with
each division containing 100,000 plants and totalling 400,000 plants. Plantation in
Division A is fully completed while it is nearing completion in Division B.
Orders have been placed for Division C plantation and the construction
of packhouse is planned to start during the year 2025-26. Avocado trees are growing well
and are healthy with first fruit yield expected during the period of
Nov Dec 2025.
NAVA HEALTHCARE PTE. LIMITED (NHPL formerly Nava Holding Pte
Ltd)
NHPL holds investments in emerging areas of growth including the
healthcare enabled services and other financial investments being undertaken by the
Company. During the year the healthcare vertical step-down subsidiary, Tiash Pte Ltd was
amalgamated into NHPL as allowed under Singapore Companies Act.
HEALTHCARE ENABLED SERVICES Compai Pharma Pte Ltd
The healthcare products distribution Companies Compai Pharma Pte Ltd,
Singapore and Compai Healthcare Sdn Bhd, Malaysia continues to add new products to the
distribution portfolio in the area of Women's Health. The integrative medical clinic
under The Iron Suites Pte Ltd faced headwinds during the year with regulatory challenges
for providing allied health services of Naturopath, Nutrition etc. To overcome the
regulatory issues, a new company Integrative Health Services Pte Ltd' was
incorporated in Singapore as Wholly Owned Subsidiary of Nava Healthcare Pte Ltd during the
year.
NAVA RESOURCES CI, COTE D'IVOIRE (NRCI)
NRCI, a 100% subsidiary of the Company, has undertaken exploration
studies of a manganese ore mine spread over
340.42 sq kms and the technical studies for determining the Manganese
ore reserves and quality are underway.
INDIAN SUBSIDIARIES
NAVA BHARAT ENERGY INDIA LIMITED (NBEIL)
NBEIL is a step-down subsidiary of the Company operating a 150 MW
Independent Power Plant (IPP). The details on operational performance of NBEIL for FY
2024-25 have since been given under the head "Review of Operations" above.
NBEIL extends back end and 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 the
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 outside the Group. Part of the service offering relates to back end
critical technical and commercial support under the O&M contract that NEPL has with
MEL.
NBPL holds 74% of equity share capital of NBEIL making it a step-down
subsidiary to the Company.
During the year, the 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 and an erstwhile joint
venture company was disposed-off by acquitting all on 11.12.2024, followed by this Order
the Complaint filed by ED was also dismissed and the proceedings have been closed on
16.12.2024. Thereafter, the attachment of
NBPL's shareholding in NBEIL was also released on 20.12.2024. The
Appeals pending at Appellate Tribunal (PMLA cases) were also disposed-off on 11.02.2025 by
the Appellate Tribunal, stating that the impugned Order dated 30.07.2015 became
infructuous in view of the Orders dated 11.12.2024, 16.12.2024 and 20.12.2024 respectively
of the Special Court, New Delhi.
BRAHMANI INFRATECH PRIVATE LIMITED (BIPL)
BIPL is a subsidiary of the Company with an equity holding of 86.53%.
BIPL's principal objects is to carry on the business of infrastructural development
and related activities. There is no change in the status of pending legal cases since last
report.
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
appended to the
Annual report of the Company.
OUTLOOK AND FUTURE PLANS:
"Management Discussion and Analysis" contains a section on
the Company's 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 business 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 Company's website under the web link:
https://www.navalimited.com/ investors/policies/corporate-governance/
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/investors/financials/annual-reports/
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/investors/policies/corporate-governance/
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, 2025 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.
CAPITAL STRUCTURE:
Sub-division / Stock Split of Equity Shares
During the financial year under review, the Board of Directors, at
their meeting held on November 14, 2024, approved the sub-division (stock split) of each
existing Equity Share having a face value of 2/- each fully paid-up into 2 (Two) Equity
Shares of face value of 1/- each fully paid-up. The said sub-division was subsequently
approved by the shareholders through an Ordinary Resolution passed by postal ballot on
December 21, 2024. The record date for the sub-division was fixed as January 20, 2025.
Buy-back of Equity Shares
Further, at its meeting held on February 19, 2025, the Board of
Directors approved the buy-back of up to 72,00,000 equity shares of the Company at a price
of 500/- per share, through the "Tender Offer" route, on a proportionate basis,
from eligible equity shareholders/beneficial owners as on the record date, i.e., Friday,
February 28, 2025. The buy-back excluded promoters and members of the promoter group.
Consideration was duly paid to shareholders whose shares were accepted under the buy-back,
and the corresponding shares were subsequently extinguished by the Company in accordance
with applicable regulations.
Voting Rights
There was no change in the voting rights of the equity shareholders of
the Company during the period under review. The capital structure of the Company as on
March 31, 2025 is as follows:
Authorised Capital 5,000 Lakhs (50,00,00,000 Equity Shares of 1/- each)
Issued and subscribed capital 2835.04 Lakhs (28,35,04,226 Equity Shares of 1/- each)
2831.27 Lakhs (28,30,01,276 Equity shares of 1/- each fully Paid up capital paid up and
amount of 1.26 lakhs originally paid on 5,02,950 forfeited shares of 1/- each)
NAVA RESTRICTED STOCK UNIT PLAN 2023 (NAVA RSUs 2023):
At the 51st Annual General Meeting held on August 4, 2023, the members
approved the "NAVA RSUs 2023" scheme, enabling the Company to grant Restricted
Stock Units (RSUs) to its existing and future employees, thereby facilitating their
participation in the ownership of the Company. The total number of equity shares to be
granted under the scheme shall not exceed 58 lakhs.
The detailed scheme is available on the Company's website:
https://www.navalimited.com/investors/policies/ corporate-governance/ Pursuant to the
scheme, the Nomination and Remuneration Committee of the Board granted 19,95,000 RSUs to
eligible employees at its meeting held on May 16, 2025.
DISCLOSURES UNDER REGULATION 34(3) READ WITH SCHEDULE V OF THE LISTING
REGULATIONS:
Related party disclosure:
in Lakhs
Sl. # |
In the accounts of |
Particulars |
Amounts at the year ended
2024-25 |
Maximum amount of
loans/advances/ investments outstanding during the year 2024-25 |
1 |
Nava Limited (NL) (Holding
Company) |
Loan given to: Nava Bharat
Energy India Ltd (Subsidiary of NL) |
Nil |
2,557.48 |
2 |
Nava Healthcare Pte Ltd |
Loan given to: |
1,865.71 |
1,865.71 |
|
(NHPL) |
Compai Pharma Pte Ltd. |
(US$ 2,180,040) |
(US$ 2,180,040) |
|
(Wholly owned subsidiary of
NL) |
(Subsidiary of NHPL) |
|
|
3 |
Nava Healthcare Pte Ltd |
Loan given to: |
950.02 |
950.02 |
|
(NHPL) (Wholly owned
subsidiary of NL) |
The Iron Suites Pte Ltd.
(Subsidiary of NHPL) |
(US$ 1,110,088) |
(US$ 1,110,088) |
3 |
Nava Bharat (Singapore) Pte |
Loan given to: |
9,217.43 |
74,842.82 |
|
Ltd (NBS) (Wholly owned
subsidiary of NL) |
Maamba Collieries Ltd
(Subsidiary of NBS) |
(US$ 10,770,364) |
(US$ 89,767,688) |
4 |
Nava Bharat (Singapore) Pte |
Loan given to Nava Alloys CI |
1153.29 |
1153.29 |
|
Ltd (NBS) (Wholly owned
subsidiary of NL) |
(subsidiary of NBS) |
(US$ 1,347,600) |
(US$ 1,347,600) |
5 |
Nava Bharat (Singapore) Pte |
Loan given to Nava Resources |
1,797.21 |
1,797.21 |
|
Ltd (NBS) (Wholly owned
subsidiary of NL) |
CI (subsidiary of NL) |
(US$ 2,100,000) |
(US$ 2,100,000) |
6 |
Nava Bharat (Singapore) Pte |
Loan given to Nava Agro Pte |
1,583.26 |
1,583.26 |
|
Ltd (NBS) (Wholly owned
subsidiary of NL) |
Ltd (subsidiary of NL) |
(US$ 1,850,000) |
(US$ 1,850,000) |
7 |
Nava Energy Pte Ltd (NEPL)
(Wholly owned subsidiary of NL) |
Loan given to Nava Resources
CI (subsidiary of NL) |
Nil |
1,626.05 (US$ 1,900,000) |
Management Discussion and Analysis Report
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) Regulations, 2015 ("Listing Regulations"), is enclosed
as Annexure 7.
Business Responsibility and Sustainability Report (BRSR)
In compliance with Regulation 34(2)(f) of the Listing Regulations, the
BRSR forms part of this Integrated Annual Report and is accessible on the Company's
website at the following link: https://www.navalimited.com/investors/
financials/annual-reports/
The report outlines the initiatives undertaken by the Company from an
Environmental, Social, and Governance (ESG) perspective. The Company has adopted the
updated BRSR format and has disclosed information in accordance with the BRSR Essential
Indicators.
Corporate Governance
A separate report on Corporate Governance, as required under the
Listing Regulations, is provided as a distinct section of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Board of Directors of the Company comprises an optimum combination
of Executive, Non-Executive, and Independent Directors, including one Woman Independent
Director, in compliance with the applicable provisions of the Companies Act, 2013
("the Act") and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").
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, Dr. A. Indra
Kumar, Mrs. B. Shanti Sree and Mr. Mwelwa Chibesakunda. The Board, at its meeting held on
May 17, 2024, and the members, at AGM held on August 8, 2024, by Special Resolution
re-appointed Mrs. B. Shanti Sree as an Independent Director of the Company for the second
term of 5 years w.e.f. October 30, 2024. Further, the Board at its meeting held on
November 14, 2024, and the members by postal Ballot on December 21, 2024, by Special
Resolution appointed Mr. Mwelwa Chibesakunda as an Independent Director of the Company for
a term of 2 years w.e.f. November 14, 2024.
Changes in Directors and KMP:
1. The Board, at its meeting held on May 17, 2024, and the members, at
AGM held on August 8, 2024, by Special Resolution, appointed Mr. D. Ashok as Non-Executive
Director and Chairman of the Board of the Company w.e.f. August 14, 2024.
2. The Board, at its meeting held on August 08, 2024, and the members
through postal ballot on October 11, 2024, by Special Resolution appointed Mr. Nikhil
Devineni as the Whole-Time Director, designated as "Executive
Director" of the Company, for a term of five (5) years w.e.f
September 02, 2024.
3. Mr. Sultan Amir Baig, Chief Financial Officer of the Company had
resigned w.e.f. February 07, 2025.
4. The Board at its meeting held on February 07, 2025, appointed Mr.
KVS Vithal as Chief Financial Officer of the
Company w.e.f. February 08, 2025.
5. Mr. P. Trivikrama Prasad retired from the position of Managing
Director of the Company on March 18, 2025, and continues to serve as a Non-Executive &
Non-Independent Director on the Board w.e.f. March 19, 2025.
Whole-Time Directors:
Mr. Nikhil Devineni and Mr. GRK Prasad are the Whole-Time Directors of
the Company.
Further, Mr. Ashwin Devineni, Whole Time Director and designated as CEO
was re-appointed by the members at the AGM held on August 08, 2024 for a period of five
years w.e.f. May 29, 2024. The Nomination & Remuneration committee, Audit Committee
and the Board at their respective meetings considered and approved the proposal for change
in designation of Mr. Ashwin Devineni as Managing Director and CEO without remuneration
for a period from May 19, 2025 to May 28, 2029, subject to approval of the members at the
ensuing AGM. Mr. Ashwin Devineni draws remuneration from Nava Bharat (Singapore) Pte.
Ltd., and he opted to continue the same.
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 section149
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. D. Ashok and Mr.
GRK Prasad retires at the ensuing AGM and being eligible, offers themselves for
re-appointment.
NUMBER OF MEETINGS OF THE BOARD: meetings of the directors were
held on May 17, 2024; May 29, 2024; Duringthe
August 08, 2024; November 14, 2024; February 07, 2025; and February 19,
2025 in compliance with 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 an annual performance evaluation of itself, the individual
directors, and the mandatory committees of the Board. A structured set of criteria was
adopted after considering the inputs received from the directors. This covered various
aspects of the Board's functioning, such as the adequacy of the composition of the
Board and its Committees, Board culture, execution and performance of specific duties,
obligations, and governance. The evaluation of the Board members is conducted annually by
the Board, the Nomination and Remuneration Committee, and the Independent Directors, with
a 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 the overall growth of the Company
Ability to create a brand image for the Company and assist in
resolving issues, if any, whenever possible
Contribution to strategy and other areas impacting
Company's performance.
And, in general, commitment to the fulfilment of a Director's
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 Company's 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 Company's website under the web link:
https://www.navalimited.com/investors/policies/corporate-governance/
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 a 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 is in line with the
applicable provisions of the Act, Rules and the Listing Regulations and are 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 |
|
Dr. A. Indra Kumar, Member |
constituted in conformity
with the requirements of Section 177 of the Act and regulation 18 of the Listing
Regulations |
|
Mrs. B. Shanti Sree, Member |
and its role has been the
same as stipulated in the Act and the Regulations mentioned above. |
|
|
All recommendations made by
the Audit committee during the year were accepted by the Board. |
Nomination and |
Mr. K. Durga Prasad, Chairman |
The Nomination and Remuneration committee of
the |
Remuneration Committee |
Dr. A. Indra Kumar, Member |
Board of Directors was
constituted in conformity with the requirements of Section 178 of the Act and Regulation
19 |
|
Mr. GP Kundargi, Member |
of the Listing Regulations
and its role has been the same as stipulated in the Act and the Regulations mentioned
above. |
Corporate Social |
Mr. D. Ashok, Chairman |
The Corporate Social Responsibility
committee of the |
Responsibility Committee |
Mr. K. Durga Prasad, Member |
Board of directors was
constituted in conformity with the requirements of Section 135 of the Act. |
|
Mrs. B.Shanti Sree, Member |
The Committee monitors the
implementation of the CSR Policy from time to time. |
Stakeholders' |
Mr. K. Durga Prasad, Chairman |
The Stakeholders' Relationship
committee of the Board |
Relationship Committee |
Mr. P. Trivikrama Prasad,
Member |
of directors was constituted
in conformity with the requirements of Section 178 of the Act and Regulation 20 |
|
Mr. GP Kundargi, Member |
of the Listing Regulations
and its role has been the same as stipulated in the Act and the Regulations mentioned
above. |
Risk Management |
Mr. Ashwin Devineni, Chairman |
The Risk Management committee of the Board
of directors |
Committee |
Mr. Nikhil Devineni, Member |
was constituted in conformity
with the requirements of Regulation 21 of the Listing Regulations with its role as |
|
Mr. GRK Prasad, Member |
stipulated in the Listing
Regulations. |
|
Mrs. B. Shanti Sree, Member |
|
|
|
The Committee was
re-constituted on 14.11.2024 by inducting Mr. Nikhil Devineni as Member of the Committee. |
Investment |
Mr. D. Ashok, Chairman |
The Investment Management committee of the
Board of |
Committee |
Mr. P. Trivikrama Prasad, Member |
directors was constituted with executive
directors. |
|
Mr. Ashwin Devineni, Member |
|
|
Mr. GRK Prasad, Member |
|
A detailed note on the Board and its Committees along with the dates of
meetings 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.
DIRECTORS' RESPONSIBILITY STATEMENT:
Directors confirm that:
(a) in the preparation of the annual accounts for the financial year
ended March 31, 2025, 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 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 & AUDITOR'S 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 standalone and consolidated financial
statements of the Company for the financial year ended March 31, 2025 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 as mentioned below:
Nature of exception noted |
Details of Exception |
Instances of accounting software for
maintaining books |
The audit trail feature was not enabled at
the database |
of account for which the feature of recording
audit trail |
level for accounting software to log any
direct data |
(edit log) facility was not operated
throughout the year |
changes, used for maintenance of all
accounting records |
for all relevant transactions recorded in the
software |
by the Holding Company and its subsidiary
companies. |
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.
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.
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 2024-25 on the recommendations of the Audit
committee. The remuneration payable to cost auditors was ratified by the Members at the 52nd
AGM held on August 08, 2024.
Further, the Board of directors based on the recommendations of the
audit committee, appointed M/s. Sagar & Associates, Cost Accountants (Firm
Registration No. 000118) as Cost Auditors for conducting the audit of cost records of the
Company for Steel (ferro alloys) and Electricity for FY 2025-26, subject to ratification
of remuneration 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 2024-25 and the same was took note
by the Audit Committee and the Board.
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, 2025 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 secretarial audit pursuant to the recommendations of the
Audit committee for a period of 5 years i.e. from FY 2025-26 to FY 2029-30 subject to
approval of the shareholders at the ensuing Annual General Meeting. Further, the
Secretarial Audit report of Nava Bharat Energy India Limited (NBEIL), a material
subsidiary of the Company, is also available on the Company's website at-
https://www.navalimited.com/investors/financials/annual-reports/
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, 2025 to the date of the
signing of the Directors' Report.
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 Company's 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.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, unclaimed/unpaid dividend of 14,10,811/-
and the corresponding 5,44,054 equity shares (including bonus shares issued during the
year 2016-17) were transferred to IEPF.
Upon sub-division of 1 (One) Equity Share of face value of 2/- each
fully paid up into 2 (Two) Equity Shares of face value of 1/- each fully paid up,
11,73,692 equity shares of 2/- each fully paid up held with IEPF increased to 23,47,384
equity shares 1/- each fully paid up.
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 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 conducting inquiries into
whistle blower complaints received by the Company. Employees who 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/investors/policies/corporate-governance/
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 manage the risks. 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 2024-25 and is placed on the
website of the Company under the web link: https://www.navalimited.
com/investors/policies/corporate-governance/
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 2024-25:
Star Performer Large Enterprise' for
outstanding export performance / ferro alloys in Southern region for 2019-20 &
21 from EEPC on 13 July 24.
Certificate of Appreciation' awarded to Nava
by department of Industries & commerce, Govt of Telangana during Industry Awards
2023" on 08 Nov 24.
FTCCI- HR Excellence Award' under the category
of best "Performance Management System".
Received 4 Star + Rating in Energy Efficiency by CII-Eastern
Region in CPP Category.
Received Odisha State Energy Conservation Award as Top Performer
in CPP Category.
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 Company's website
https://www.navalimited.com/investors/financials/annual-reports/ and websites of the Stock
Exchanges i.e. BSE Limited and National Stock Exchange of India Limited.
INDUSTRIAL RELATIONS:
Industrial relations have been 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 towards successful working 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 financial year under review, the Company has complied with
all the secretarial standards issued by the
Institute of Company Secretaries of India.
CREDIT RATING:
During the year under review, there is no change in the credit ratings
assigned to the Company.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following as the same were not applicable for the Company during the year
under review: i. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year along with their status at the end of
the financial year. and ii. The details of difference between the amount of valuation done
at the time of one-time settlement and the valuation done while taking loan from Banks or
Financial Institutions along with the reasons thereof.
ACKNOWLEDGEMENT:
The Board of Directors expresses its sincere gratitude to all
customers, vendors, investors, bankers, the Government of India, and the respective State
Governments in the regions where the Company operates, for their continued support,
patronage, and cooperation. The Directors also place on record their deep appreciation for
the commitment and dedicated efforts of all employees. The Company's consistent
growth and achievements have been made possible by their unwavering hard work, unity, and
support.
|
For and on behalf of the Board |
|
Nava Limited |
Place: Hyderabad |
|
Date: May 16, 2025 |
|
|
D. Ashok |
|
Non-Executive Chairman |
|
DIN:00006903 |