Nava Ltd

Dear Members,

The Board of Directors of the Company are pleased to present the Company's 53^rd annual report along with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

A summary of the Company's standalone and consolidated financial performance for the year ended March 31, 2025, is given below:

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.

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.

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. 17^th 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.

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.

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.

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.

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.

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.

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.

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.

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.

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 2024–25, 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.

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.

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.

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.

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.

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:

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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.

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/

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/

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/

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.

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.

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.

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)

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.

in Lakhs

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.

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.

A separate report on Corporate Governance, as required under the Listing Regulations, is provided as a distinct section of this Annual Report.

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.

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.

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.

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.

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.

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.

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.

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/

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 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.

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.

A detailed note on the Board and its Committees along with the dates of meetings is provided in the Corporate Governance Report.

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.

(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.

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 55^th 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:

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.

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.

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 52^nd 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.

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.

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/

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.

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.

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

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.

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.

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/

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.

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/

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.

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.

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 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.

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.

During the financial year under review, the Company has complied with all the secretarial standards issued by the

Institute of Company Secretaries of India.

During the year under review, there is no change in the credit ratings assigned to the Company.

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.

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.