Directors Report of Navkar Corporation Ltd.

Mar 31, 2025

The Board of Directors of Navkar Corporation Limited ("The Company" or "Navkar") is pleased to present their 17^th Annual
Report along with the Audited Financial Statements of the Company for the financial year ended March 31,2025.

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

The Company''s financial performance during the year ended March 31, 2025 compared to the previous financial
year is summarized below:

('' in Lakhs except EPS)

Particulars	For the Year ended March 31,2025	For the Year ended March 31,2024
Income Revenue from Operations	48,449.40	43,487.12
Other Income	526.63	597.05
Total Income	48,976.03	44,084.17
Expenses Cost of Services	38,997.55	30,240.33
Employee Benefits Expenses	4,520.57	3,990.38
Finance Costs	2,069.96	1,401.81
Depreciation and Amortisation Expenses	5,090.86	4,170.53
Other Expenses	4,380.30	3,080.04
Total Expenses	55,059.24	42,883.09
Profit/(Loss) before exceptional items & tax	(6,083.21)	1,201.08
Exceptional Items	(611.09)	-
Profit/(Loss) before tax from Continuing Operations	(6,694.30)	1,201.08
Tax expense/(credit) Current Tax	(33.13)	72.00
Deferred Tax	(2,130.97)	569.21
Total tax expense/(credit)	(2,164.10)	641.21
Profit/(Loss) for the Year from Continuing Operations	(4,530.20)	559.87
Discontinued Operations Profit/(Loss) from discontinued operations before tax	_	(730.97)
Tax expense of discontinued operations	-	-
Profit/(Loss) for the Year from discontinued operations	-	(730.97)
Profit/(Loss) for the Year	(4,530.20)	(171.10)
Other Comprehensive Income Items that will not be reclassified to profit or loss From Continuing Operations Re-measurement gains/ (losses) on defined benefit obligations	(110.25)	(47.13)
Tax Effect on above	38.52	16.47
From Discontinued Operations Re-measurement gains/ (losses) on defined benefit obligations, net of tax
Other Comprehensive Income/(Loss) for the year, net of tax	(71.73)	(30.66)
Total Comprehensive Income/(Loss) for the year	(4,601.93)	(201.76)
Earnings Per Equity Share (Face Value of 7 10 each) For Continuing Operation Basic and Diluted (in '')	(3.01)	0.37
For Discontinuing Operation Basic and Diluted (in '')		(0.49)

Financial Highlights

The total revenue of your Company stood at ''
48,976.03 Lakhs for the financial year ended March
31,2025 as against '' 44084.17 Lakhs for the previous
financial year. The Loss before tax is '' 6,694.30
Lakhs for the current year as against Profit before tax
of '' 1,201.08 Lakhs in previous financial year. After

making provision for tax, net loss of your Company
is '' 4,530.20 Lakhs as against net loss of '' 171.10
Lakhs in the previous financial year.

The Annual Audited Financial Statements of the
Company are complied with Section 129 of the
Companies Act, 2013 ("the Act") and are prepared
in accordance with the Indian Accounting Standards
("Ind AS") as notified under Section 133 of the Act read

with the Companies (Accounts) Rules, 2014 and other
applicable provisions of the Act and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the
SEBI Listing Regulations").

The Annual Audited Financial Statements of the
Company are prepared on a going-concern basis.

Publication and access to the Financial Statements
and Results

The Company publishes its Unaudited Financial
Results which are subjected to limited review on a
quarterly basis. The Audited Financial Results are
published on an annual basis. Upon publication, the
Financial Results are also uploaded on the websites
of the stock exchanges where the equity shares of the
Company are listed and the website of the Company.

In accordance with Section 136 of the Act, the Annual
Audited Financial Statements of Company and all
relevant documents, related thereto, are uploaded on
the website of the Company and can be accessed
at the weblink: https://navkarcorp.com/investor-
relations

Change in Control

The Board of Directors of Navkar Corporation Limited
("the Company"), in its meeting held on June 27,
2024, had approved the execution of Share Purchase
Agreement (''SPA'') dated June 27, 2024 entered
between JSW Port Logistics Private Limited (a wholly
owned subsidiary of JSW Infrastructure Limited),
the Company, and Mr. Shantilal Jayavantraj Mehta,
Mr. Kunthukumar S Mehta, Mr. Nemichand J Mehta,
Mr. Jayesh Nemichand Mehta, Mrs. Kamalabai S
Mehta, Mrs. Seema Mehta, Mrs. Shailaja Nemichand
Mehta, Shailaja Mehta Family Trust (Sole Trustee -
Nemichand J Mehta), Nemichand Mehta Family Trust
(Sole Trustee - Nemichand J Mehta) and Sidhhartha
Corporation Private Limited for sale of 10,59,19,675
equity shares ("Equity Shares") of the Company held
by the promoter & promoter group of the Company.
The transaction contemplated under the SPA has
been concluded and the Equity Shares have been
transferred to JSW Port Logistics Private Limited
on October 11, 2024. Further JSW Port Logistics
Private Limited has acquired 1299 equity shares
through Open Offer in accordance with Securities
and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulation 2011. The
Company is now a subsidiary of JSW Port Logistics
Private Limited.

Further, the Company had filed reclassification of
Promoters & Promoter Group with National Stock
Exchange of India Limited and BSE Limited under
Regulation 31A (10) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 on
November 25, 2024.

Moreover, the Company has withdrawn the name
of Late Sairabai J Mehta from the reclassification
application as she ceased to be a part of promoter/
promoter group as per Reg 31A (6) of the SEBI Listing
Regulations due to her demise and completion of
transmission process of shares.

The Company received the approval to its
reclassification application from BSE Limited and
National Stock Exchange of India Limited on April 11,
2025 and accordingly, its erstwhile promoters have
now been reclassified as ''public''.

Operational Highlights

The operations are exhaustively discussed in the
''Management Discussion and Analysis'' forming part
of the Annual Report.

Changes in the nature of Business:

The Company continues to provide logistics services
to its customers and hence, there have been no
changes in the nature of the business and operations
of the Company during the financial year under
review.

Material Changes and Commitment, if any, affecting
financial position of the Company from financial
year end and till the date of this report:

There have been no such material changes and
commitments, affecting the financial position of
the Company which have occurred between the end
of financial year to which the Financial Statements
relates and the date of this Report.

2. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant and
material Orders have been passed by any Regulator or
Court or Tribunal which would impact going concern
status of the Company and its future operations.

3. STATE OF COMPANY''S AFAIRS:

BUSINESS OVERVIEW AND STATE OF COMPANY''S
AFFAIRS:

The Company operates into (a) Container Freight
Stations or CFSs (b) Inland Container Depot or ICD

and (c) Rail Terminals also referred to as Private
Freight Terminals or PFTs by the Indian Railways (d)
Container Train Operators:

Container Freight Stations ("CFS")

Container Freight Stations serve a gateway port.
In our case, our three Container Freight Stations
serves the gateway port of Nhava Sheva (also called
Jawaharlal Nehru Port Trust). Company has three
Container Freight Stations - two at Ajiwali and one at
Somathane - all in Panvel Taluka, Maharashtra. The
import containers nominated by container shipping
lines or consignees are required to be evacuated
from the port premises and transported to Container
Freight Station. After arrival at the CFS, the import
laden container is stacked and stored awaiting
clearance by the consignee''s clearing agent. The
process of customs clearance of goods is carried
out by the Customs Broker (earlier referred to as
Custom House Agent). Similarly, CFS provides all the
services for Export Cargoes. Our CFS provides all the
services that are needed to facilitate the clearance of
the cargoes (Exim and Domestic). To serve the need
of customs clearance and delivery of the goods or
the laden container itself, we are required to have an
array of equipment (both big and small) that include
Reach Stackers, Fork Lifts, Cranes, slings, trailers,
and other cargo handling equipment. For storage
purposes, there are warehouses which are marked
for the storage of export and import goods. Open
areas are marked for stacking and storing import and
export containers. As a CFS, we provide all the range
of services that fall within the guidelines for handling
cargoes and containers from the Container Yard (CY)
of the port''s terminal to the CFS and handover of the
goods or the laden container at the CFS. Facilities for
parking, container storing and repairs are available
here.

Railway Terminals

Navkar operates two railway terminals referred to as
Gati Shakti Cargo Terminals (''GCT''). These terminals
are at our Somathane (Panvel) facility and at ICD
Morbi. The GCT at Somathane is served with three
railway tracks. The railway terminals are used for
handling export rakes of agro products, domestic
rakes and container rakes (referred to as BLC rakes).
The GCT handles all types of railway rakes (Exim
and domestic) at Somathane. All rakes arriving with
cargoes are handled as per the guidelines of the
Indian railways.

The Company owns and operates an Inland Container
Depot at Morbi. Located in Gujarat State on Highway
7, this ICD at Morbi caters to the industries in the
Suarashtra region of Gujarat. Our Morbi ICD serves
both - Mundra & Kandla Ports, with a majority of the
volumes getting routed through Mundra Port as the
Base Port. ICD Morbi is spread over 140 acres and
is supported by our own Gati-Shakti Cargo Terminal
having six Railway sidings. The facility is equipped
with the best of equipment and infrastructure - over
two lakhs square feet of contemporary warehousing,
Rubber Tyre Gantry Cranes, Reach Stackers, Cranes,
Fork lifts etc. for meeting all handling and storage
requirements at the facility. The facility is supported
by our own fleet of trailers for container movement
and incorporates a spacious parking area, handling
all types of cargoes and containers. We have the
best of facilities for container storage and repairs
exceeding the standards specified by all our partner
shipping lines. The import cycle commences with
the laden import containers of the consignees being
picked up at Mundra Port and being moved by rail to
our ICD. At the ICD, the import laden containers are
off-loaded from the rake and moved to stacks based
on consignee identity. The consignee completes
all formalities for custom clearance and container
release with Indian Customs and Shipping Lines
respectively with the help of the Custom House Agent
(''CHA'') and takes delivery of their import containers.
In most cases, the consignee will work with the ICD on
an integrated service package wherein transportation
of laden container from our ICD to the customer
facility and empty container from customer facility
back to our ICD is performed by the ICD. The Import
Cycle gets concluded with the offloading of empty
containers to shipping line at our ICD. The Export
Cycle commences with issue of empty containers
to exporters from our ICD to shippers. Similar to
Import customers, most Export customers contact
our ICD for integrated service package wherein the
transportation to and from the customer''s facility is
performed by the ICD. Shippers complete customs
formalities for LEO at our ICD and subsequently,
containers are moved to Mundra / Kandla Port by rail
or road. The Exports Cycle concludes with Gate in at
Port in the Terminals'' capacity.

The Company holds two licenses issued by Indian
Railways to operate container rakes on Indian Railway
Network. The Company owns eight BLC rakes and
have taken three rakes on long term lease for CTO
line of business. The CTO business is supported
by more than 2000 domestic containers which are
used for carrying cargo across various circuits. The
Company operates various domestic circuits namely
from various cement companies to terminal at
Somathne, between Somathne GCT located at Panvel
CFS and Wadharwa GCT located at ICD Morbi and
various railway good shed and both Company owned
terminals. The Company is working in developing
more domestic circuits using railway good shed
which has started recently. In addition to domestic
circuit, CTO LOB also engaged in EXIM containerized
movement between Mundra port and ICD Morbi.

4. ALTERATION OF MEMORANDUM OF ASSOCIATION
AND ARTICLES OF ASSOCIATION:

During the financial year under review, there is
no alteration in the Memorandum and Articles of
Association of the Company.

5. REGISTERED OFFICE OF THE COMPANY

The Board of Directors of the Company had, in their
meeting held on October 11, 2024, approved the
shifting of the registered office of the Company outside
the local limits but within the jurisdiction of Registrar
of Companies, Mumbai i.e. from 205-206, J.K.
Chambers, Sector-17, Vashi, Navi Mumbai-400705 to
Jindal Mansion, 5A, Dr. G. Deshmukh Marg, Mumbai,
Maharashtra, India, 400026 subject to the approval of
the members of the Company.

The said change was approved by the members by
passing a special resolution through Postal Ballot on
December 13, 2024.

6. TRANSFER OF UNCLAIMED SHARE APPLICATION
MONEY TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

During the year under review, pursuant to provisions
of Section 125 of Companies Act 2013, read with
the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, there is no unpaid or unclaimed
share application money which is required to be
transferred by the Company to the IEPF.

7. TRANSFER TO RESERVES:

Details of reserve and surplus are provided in the
Note No.15 of the Financial Statements.

8. DIVIDEND:

The Board of Directors of your Company, after
considering holistically the relevant circumstances,
has decided that it would be prudent, not to
recommend any dividend for the financial year ended
March 31,2025.

As per Regulation 43A of the SEBI Listing Regulations,
the Company has formulated Dividend Distribution
Policy taking into account the parameters prescribed
in the said Regulations. The Dividend Distribution
Policy is available on the Company''s website
at https://navkarcorp.com/upload data/Files/
dividend-distribution-policy.pdf

9. PUBLIC DEPOSIT:

During the year under review, the Company has
not accepted any deposits from the public falling
within the meaning of the provisions of Chapter V -
Acceptance of Deposits under Companies Act, 2013
read with the Companies (Acceptance of Deposits)
Rules, 2014.

10. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial
controls with reference to the Financial Statements
commensurate with the size, scale, and complexity
of operations of the Company. Regular audits and
review processes ensure that such systems are
reinforced on an ongoing basis.

The Auditors of the Company has audited and
assessed the Internal Financial Controls of the
Company during the financial year under review
taking into consideration the essential components
of internal controls stated in the Guidance Note on
Audit of Internal Financial Controls over Financial
Reporting issued by The Institute of Chartered
Accountants of India. Based on the results of the
assessments carried, no material weakness was
observed in the effectiveness of internal control
systems nor were any deficiencies in the design or
operation of such internal controls observed. Further
there were no significant changes in internal control
over financial reporting and the internal control
systems were operating adequately.

The Statutory Auditors have also examined the
internal financial controls of the Company and have
submitted an unmodified opinion on the adequacy
and operating effectiveness of the internal financial
controls over financial reporting for the financial year
ended March 31, 2025.

The Internal Auditor reports to the Audit Committee
comprising of Independent Directors. Further during
the year under review, the Company has implemented
delegation of authority across its team, which creates
effective checks and balances within the system to
arrest all possible gaps.

Further there were no letters of internal control
weaknesses issued by the Internal Auditor or the
Statutory Auditors during the financial year under
review.

The Company believes that strengthening of internal
controls is an ongoing process and there will be
continuous efforts to keep pace with changing
business needs and environment.

11. RISK MANAGEMENT:

The Company has a well-defined risk management
framework in place which inter-alia includes
identification of elements of risk, if any, which in
the opinion of the Management and the Board may
impact the performance outcome of the Company.
The Company has developed and implemented a
Risk Management Policy which is approved by the
Board.

The Risk Management Policy inter-alia includes
identification and assessment of the likelihood and
impact of risk, mitigation steps and reporting of
existing and new risks associated with the Company''s
activities in a structured manner. This facilitates timely
and effective management of risks and opportunities
and achievement of the Company''s objectives. The
Risk Management Committee is, inter-alia, authorised
to monitor and review the risk assessment, mitigation
and risk management plans for the Company from
time to time and report the existence, adequacy, and
effectiveness of the above process to the Board on a
periodic basis. The details of composition of the Risk
Management Committee, their terms of reference,
meetings held and attendance of the Committee
Members thereat during the financial year 2024-25

are provided in the section titled ''Report on Corporate
Governance'', which forms part of the Annual Report.

12. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY:

The Board has adopted policies and procedures
for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s
policies, safeguarding of its assets, prevention and
detection of fraud, error reporting mechanisms,
accuracy and completeness of the accounting
records, and timely preparation of reliable financial
disclosures. For more details, refer to the ''Internal
control systems and their adequacy'' section in the
Management Discussion and Analysis Report, which
forms part of the Annual Report.

13. SHARE CAPITAL:

During the year under review, there is no change in the
Authorized Share Capital of the Company.

As on March 31, 2025 the Authorized Share Capital
of the Company is '' 2,26,00,00,000/- (Indian Rupees
Two Hundred Twenty-Six Crores) divided into

21.50.00. 000 (Twenty-One Crores Fifty Lakhs) Equity
Shares of '' 10/- (Indian Rupees Ten only) each,

50.00. 000 (Fifty Lakhs) 0% Cumulative Redeemable
Preference Shares of '' 10/- (Indian Rupees Ten
only) each and 6,00,000 (Six Lakhs) 6% Cumulative
Redeemable Preference Shares of '' 100/- (Indian
Rupees One Hundred only) each.

During the year under review, the Company has
redeemed its 23,00,000 (Twenty-Three Lakhs) 0%
cumulative Redeemable Preference Shares of '' 10/-
(Indian Rupees Ten only) each on November 14, 2024
and 99,790 (Ninety-Nine Thousand Seven Hundred
Ninety) 6% Cumulative Redeemable Preference
Shares of '' 100/- (Indian Rupees One Hundred only)
on March 21, 2025 as per the terms of their issue.

As on March 31, 2025, the issued, subscribed
and paid-up share capital of the Company is ''
1,50,51,91,810/- (Rupees One Hundred Fifty Crores
Fifty One Lakhs Ninety One Thousand Eight Hundred
Ten Only) divided into 15,05,19,181 (Fifteen Crores
Five Lakhs Nineteen Thousand One Hundred and
Eighty-One) Equity Shares of '' 10/- (Indian Rupees
Ten only) each.

14. CREDIT RATING:

The details of the credit ratings during the financial year 9094-95 are as follows^-

Total Bank Loan Facilities Rated	Date of Rating	Long Term Rating	Short Term Rating
'' 100 Crore	April 25, 2024	CRISIL A-/Positive (Assigned)	-
'' 268 Crore (Enhanced from '' 100 Crore)	May 10, 2024	CRISIL A-/Positive (Reaffirmed)	-
'' 278 Crore (Enhanced from '' 268 Crore)	July 25, 2024	CRISIL A-/Watch Developing (Continues on ''Rating Watch with Developing Implications'')	CRISIL A2 /Watch Developing (Assigned; Placed on Rating Watch with Developing Implications'')
'' 278 Crore	October 28, 2024	CRISIL AA-/Stable (Upgraded from ''CRISIL A-''; Removed from ''Rating Watch with Developing Implications'')	CRISIL A1 (Upgraded from ''CRISIL A2 ''; Removed from ''Rating Watch with Developing Implications'')

15. LOANS, GUARANTEES AND INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not
granted any loans, guarantees and made investments
as mentioned under Section 186 of the Companies
Act, 2013.

16. REQUIREMENTS FOR MAINTENANCE OF COST
RECORDS

The Company is not required to maintain the cost
records as specified by Central Government under
section 148 (1) of the Companies Act, 2013 and the
rules made thereunder.

17. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE
COMPANY

The Company does not have any company, which
is its subsidiary, associate or joint venture. Hence,
the details of this clause are not applicable to
the Company. Further the Company has become
subsidiary company of JSW Port Logistics Private
Limited with effect from October 11,2024.

18. BOARD OF DIRECTORS
Composition

In compliance with the provisions of regulation
17(1)(a) of the SEBI Listing Regulations, the board
of directors shall have an optimum combination of
Executive and Non-Executive Directors with at least
one Independent Woman Director and not less than

fifty per cent of the Board of Directors shall be Non¬
Executive Directors.

As on March 31, 2025, the Board of the Company
consists of Eight (8) Directors comprising of One
Chairman cum Non-Executive Non-Independent
Director, One Executive Director, Two other Non¬
Executive Non-Independent Directors and Four
Independent Directors including One Women
Independent Director.

Director Retiring by Rotation

In terms of Section 152 (6) of the Act, Mr. Manish Gupta
(DIN: 08567943), Non-Executive Non-Independent
Director is eligible to retire by rotation and being
eligible offers himself for the re-appointment at the
ensuing Annual General Meeting ("AGM").

The brief resume of the Director to be appointed
at this Annual General Meeting and other related
information has been furnished in the Notice
convening the 17^th AGM.

Directors appointed/re-appointed at the AGM

The Shareholders of the Company have, at the 16^th
AGM of the Company held on Monday, September
23, 2024 and, on the basis of recommendation of
the Board and the Nomination and Remuneration
Committee, approved the following appointments/
re-appointments as per the regulatory requirement of
the Act and relevant SEBI Listing Regulations.

Sr. No.	Director	Designation	Terms and conditions
1.	Mr. Nemichand J Mehta (DIN: 01131811)	Whole-Time Director	Re-appointed as Director, liable to retire by rotation on the terms and conditions, as set out in the Explanatory Statement annexed to the Notice convening the 16th AGM.
2.	Mr. Nemichand J Mehta (DIN: 01131811)	Whole-Time Director	Re-appointed as Whole-Time Director for a period of 03 (Three) years, with effect from September 01, 2024 to August 31, 2027, on the terms and conditions, as set out in the Explanatory Statement annexed to the Notice convening the 16th AGM.

Impact of Change in Control on Board Composition

The change in control of the Company has resulted in several changes in the Company''s governance structure.
Following the completion of the open offer and the shift in control, the Board of Directors has undergone a
reconstitution process, which includes both the appointment of new directors and the resignation of certain
existing directors.

At the Board Meeting held on October 11, 2024, the following changes with respect to appointment of Directors
and resignation of existing ones from the Board of the Company were made:

Appointment of New Directors:

Sr. No.	Name	DIN	Designation after members'' approval
1.	Mr. Rinkesh Roy	07404080	Chairman (Non-Executive & Non- Independent Director)
2.	Mr. Lalit Singhvi	05335938	Non-Executive & Non-Independent Director
3.	Mr. Manish Gupta	08567943	Non-Executive & Non-Independent Director
4.	Mr. Karun Kant Dave *	07358737	Non-Executive & Non-Independent Director

*Mr. Karun Kant Dave resigned w.e.f November 05, 2024.

The Shareholders of the Company approved the appointment of the above directors by passing a resolutions
through Postal Ballot, with requisite majority, on December 13, 2024, being the last date of remote e-voting.

Resignation of Directors w.e.f. October 11,2024

Sr. No.	Name	DIN
1.	Mr. Shantilal J. Mehta	00134162
2.	Mr. Nemichand J Mehta	01131811
3.	Mr. Jayesh N. Mehta	00510313
4.	Mr. Dinesh Mohanlal Jain	10043560

Appointment of Mr. Amit Garg (DIN: 00350413), as Whole-Time Director

The Board of Directors, at their meeting held on November 06, 2024, have appointed Mr. Amit Garg as an Additional
Director in the capacity of Whole-Time Director for a tenure of 3 (three) years commencing from November 06,
2024 till November 05, 2027. Further, the Shareholders of the Company approved the appointment of Mr. Amit Garg
as Whole-Time Director by passing a special resolution through Postal Ballot on December 13, 2024.

Detailed disclosures with regard to the approved appointments/re-appointment were made in Notice of the 17th
AGM, which can be referred at the website link of the Company: https://navkarcorp.com/investor-relations#annual-
report

Composition of Board of Directors

Thp rnmnnQitinn nf thp RnarH nf DirprtnrQ nf thp rnmnanu ac nn Marrh 31 909^ iq ac fnllnwc

Sr. No.	Name of Director	DIN	Designation
1	Mr. Rinkesh Roy	07404080	Chairman (Non-Executive & Non-Independent Director)
2	Mr. Lalit Singhvi	05335938	Non-Executive & Non-Independent Director
3	Mr. Manish Gupta	08567943	Non-Executive & Non-Independent Director
4	Mr. Amit Garg	00350413	Whole-time Director
5	Mr. Ashok Kumar Thakur	07573726	Non-Executive Independent Director
6	Mr. Sandeep Kumar Singh	02814440	Non-Executive Independent Director
7	Mrs. Pooja H Goyal	07813296	Non-Executive Women Independent Director
8	Mr. Atul Kumar	09045002	Non-Executive Independent Director

Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, the Company
has received declarations from all Independent
Directors confirming that they meet the criteria of
independence as specified in Section 149(6) of the
Act, as amended, read with Rules framed thereunder
and Regulation 16(1)(b) of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). In terms of Regulation 25(8) of the
SEBI Listing Regulations, the Independent Directors
have confirmed that they are not aware of any
circumstance or situation which exists or may be
reasonably anticipated that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external
influence and that they are independent of the
Management.

The Independent Directors have complied with
the Code for Independent Directors prescribed in
Schedule IV of the Act and have also confirmed
their registration with the databank of Independent
Directors maintained by the Indian Institute of
Corporate Affairs in compliance with the requirements
of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

Further, the Board, after taking these declarations/
disclosures on record and acknowledging the veracity
of the same, opines that the Independent Directors of
the Company strictly adheres to corporate integrity,
possesses requisite expertise, experience and
qualifications to discharge the assigned duties and
responsibilities as mandated by the Companies Act,
2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. Further, none of the Directors are
debarred from holding office as Director by virtue of
any order of SEBI or any other competent authority.

The Independent Directors of the Company have
passed or exempted from the online proficiency self¬
assessment test conducted by the Indian Institute of
Corporate Affairs

Performance Evaluation

Pursuant to the applicable provisions of the Act
and the SEBI Listing Regulations, the Board of your
Company has carried out an annual evaluation of
its own performance and that of its Committees
as well as reviewed the performance of the
Directors individually for financial year 2024-25. The

performance evaluation of the Non-Independent
Directors and the Board as a whole, was carried
out by the Independent Directors. The Independent
Directors also carried out evaluation of the Chairman
of the Company, considering the views of the other
Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information
between the Company Management and the Board
that is necessary for the Board to effectively and
reasonably perform their duties.

Process of evaluation

Feedback for each of the evaluation was sought
by way of internal structured questionnaires with
the Directors and the Committees for accessing
the questionnaires and submitting their feedback/
comments. The questionnaires for performance
evaluation are in alignment with the guidance note
on Board evaluation issued by the Securities and
Exchange Board of India ("SEBI"), vide its circular
dated January 5, 2017 and cover various attributes/
functioning of the Board such as adequacy of the
composition of the Board and its Committees, Board
culture, execution and performance of specific duties
etc., based on the criteria approved by the Nomination
and Remuneration Committee (''NRC''). The Members
of the Board/Committees were also able to give
qualitative feedback and comments apart from the
standard questionnaires.

Results of evaluation

The outcome of the evaluation was presented to
the Board, the NRC and the Independent Directors
at their respective meetings for assessment and
development of plans/suggestive measures for
addressing action points that arise from the outcome
of the evaluation. The Directors expressed their
satisfaction on the parameters of evaluation, the
implementation and compliance of the evaluation
exercise done and the results/outcome of the
evaluation process. The outcome of the evaluation,
with the feedback/comments given by the Board
Members, are provided in the section titled ''Report
of Corporate Governance'', which forms part of this
report.

Familiarisation Program for Independent Directors

The Directors are afforded many opportunities
to familiarise themselves with the Company, its
Management, and its operations during their
association with the Company. The Company

conducts induction and familiarisation programs for
the Directors joining the Board including site visits, to
familiarise them.

All the Independent Directors of the Company are
made aware of their roles and responsibilities at
the time of their appointment through a formal
letter of appointment, which also stipulates terms
and conditions of their engagement. The Whole¬
Time Director, Chief Executive Officer provides
an overview of the operations and familiarise the
Directors on matters related to the Company''s
values and commitments. They are also introduced
to the organisation structure, constitution, terms of
reference of the Committees, board procedures,
management strategies etc. Further the Directors
are on a quarterly basis apprised on the powers,
roles and responsibilities and constitution of
the Board Committees, its charter and terms of
reference and changes therein and, the Committee
meetings held during a quarter.

The Board Members are apprised by the Senior
Management at quarterly Board Meetings by
way of presentations which include industry
outlook, competition update, company overview,
operations and financial highlights, regulatory
updates, presentations on internal control over
financial reporting, succession planning, strategic
investment, etc. which not only gives an insight to
the Directors on the Company and its operations
but also allows them an opportunity to interact
with the Senior Management. The Directors are
also informed of the various developments in the
Company.

The details of the familiarization programmes for
Directors are available on the Company''s website,
viz. https://www.navkarcorp.com/investor-
relations#documents

Remuneration Policy and criteria for determining
attributes, qualification, independence, and
appointment of Directors

In terms of the provisions of Section 178(3) of the
Act and Regulation 19 read with Part D of Schedule
II to the SEBI Listing Regulations, the Nomination
and Remuneration Committee is responsible
for formulating the criteria for determining
qualification, positive attributes and independence
of a Director. The Nomination and Remuneration
Committee is also responsible for recommending
to the Board a policy relating to the remuneration
of the Directors, Key Managerial Personnel, Senior
Management Personnel and other employees.

Salient Features of this policy are as under: -

• The Philosophy for remuneration of Directors,
Key Managerial Personnel, Senior Management
Personnel of the Company is based on the
commitment of fostering a culture of leadership
with trust. The remuneration policy is aligned to
this philosophy.

• Independent Directors and Non-Independent
Non-Executive Directors may receive sitting fees
and such other remuneration as permissible
under the provisions of Companies Act, 2013 and
approved by Board of Directors. (for attending
the meetings of the Board and of committees of
which they may be members).

• Overall remuneration should reflect the size of
the company, complexity of the sector/industry/
company''s operations and the company''s
capacity to pay the remuneration.

• The Nomination and Remuneration Committee
will recommend to the Board the remuneration
paid for each director based upon the outcome of
the evaluation process which is driven by various
factors including attendance and time spent in
the Board and committee meetings, individual
contributions at the meetings and contributions
made by directors other than in meetings.

• The extent of overall remuneration to Executive
Directors/ Key Managerial Personnel / rest of
the senior management employees should
be sufficient to attract and retain talented and
qualified individuals suitable for every role.

• The remuneration mix for the Executive Directors
is as per the resolutions approved by the
shareholders.

The said policy of the Company has been hosted
on the website of the Company at https://www.
navkarcorp.com/investor-relations#corporate-
governance

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors,

based on representation from the management and

after due enquiry, confirm that:

a. In the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards had been
followed and there are no material departures
therein;

b. They had in consultation with Statutory Auditors
selected such accounting policies and applied
them consistently and made judgments and
estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs
of the Company at the end of the financial year on
March 31, 2025 and of the profit of the Company
for the financial year ended on that date;

c. They have taken 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 have prepared the annual accounts on a
going concern basis;

e. They have laid down internal financial controls
to be followed by the Company and such internal
financial controls were adequate and were
operating effectively during the financial year
ended March 31,2025;

f. They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operatinwg effectively throughout the financial
year ended March 31,2025.

Board Meetings

During the period under review, 09 (Nine) Board
Meetings were duly convened and held. The
intervening gap between the said meetings were in
accordance with the provisions of Companies Act,
2013 read with relevant Rules made thereunder,
Secretarial Standard-I issued by the Institute of
Company Secretaries of India and provisions of SEBI
Listing Regulations. The dates of the Board meetings
and details of attendance of each Director has been
disclosed in the Report on Corporate Governance
forming part of the Annual Report.

Annual General Meeting/Extra Ordinary General
Meeting/Postal Ballot

The 16^th AGM of the Company was held on Monday,
September 23, 2024, at 10:30 A.M. at Hotel The
Regenza by Tunga, Plot No. 37, Sector 30-A, Vashi,
Navi Mumbai - 400703.

During the year under review, no Extraordinary General
Meeting was held. However, certain business items
were transacted through Postal Ballot.

Board Committees

The Board Committees constitution is in acquiescence
of provisions of the Companies Act, 2013, read with
the relevant rules made thereunder, SEBI Listing
Regulations and the Articles of Association of the
Company. The Board has constituted the following
Committees of the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance and Operation Committee

6. Risk Management Committee

The details of all the above Committees along with
their composition, terms of reference and meetings
held during the year are provided in the Report on
Corporate Governance forming part of the Annual
Report.

Audit Committee

As on March 31, 2025, the Audit Committee
comprised of three Members, of whom two Members
, including the Chairman are Independent Directors.
All the Members of the Committee possess strong
accounting and financial management knowledge.

Composition of Audit Committee

The details of the composition of the Audit
Committee as on March 31,2025 is given hereunder:

Sr. No.	Name	Designation	Category
1	Mr. Ashok Kumar Thakur	Non - Executive- Independent Director	Chairperson
2	Mrs. Pooja Hemant Goyal	Non - Executive- Independent Director	Member
3	Mr. Nemichand Jayavantraj Mehta	Whole-Time Director (upto October 11, 2024)	Member
4	Mr. Lalit Singhvi	Non-Executive - Non - Independent Director (w.e.f October 11, 2024)	Member

The Company Secretary of the Company acts as the
Secretary to the Committee.

Recommendation of Audit Committee

During the period under review, there were no
instances of non-acceptance of any recommendation
of the Audit Committee by the Board of Directors of
the Company.

Meeting of Independent Directors

The Independent Directors of the Company met
without the presence of other Directors or the
Management of the Company.

The Meetings were conducted to enable the
Independent Directors to, inter-alia, discuss matters
pertaining to review of performance of the Non¬
Independent Directors, the Board as a whole and
the Chairman of the Company (taking into account
the views of the Non-Executive Directors) and to
assess the quality, quantity and timeliness of flow of
information between the Company''s Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

During the financial year under review, the
Independent Directors met 3 (Three) times - on April
30, 2024, October 07, 2024 and March 25, 2025. All
the Meetings were attended by all the Independent
Directors of the Company.

The Independent Directors at their meeting held on
October 07, 2024 approved the recommendation
regarding Open Offer for acquisition of up to
39,134,988 fully paid-up equity shares having face
value of '' 10 each ("Equity Shares"), representing
26.00% of the voting share capital (as defined in the
letter of offer dated ("LOF"), of the Target Company
("Open Offer"), made by Acquirer and PAC pursuant to
Regulation 3(1) and 4 of the SEBI (SAST) Regulations.

No sitting fees were paid to the Independent Directors
of the Company for participating in the said meeting.

Declaration from Directors and Practicing
Professional

Based on the written representations pursuant to
provisions of Section 164 of the Companies Act,
2013, received from all the Directors of the Company,
none of the Directors of the Company are disqualified
to act as a Director as on March 31, 2025.

M/s. Mehta & Mehta, Company Secretaries, also have
certified that none of the Directors of the Company
have been debarred or disqualified from being
appointed or continuing as Director of the Company
by Securities and Exchange Board of India ("SEBI")
or Ministry of Corporate Affairs ("MCA") or any such
statutory authority. The said certificate is attached
in the Report on Corporate Governance which forms
part of the Annual Report.

19. KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the following persons have
been designated as Key Managerial Personnels
("KMPs") of the Company pursuant to the provisions
of Sections 2(51) and 203 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

Sr. No.	Name of Director	Designation
1.	Mr. Amit Garg	Whole-Time Director
2.	Mr. Arun Sharma	Chief Executive Officer
3.	Mr. Sabyasachi Mukherjee	Chief Financial Officer
4.	Ms. Deepa Gehani	Company Secretary & Compliance Officer

Changes in Chief Financial Officer of the Company

During the year under review Mr. Prasoon Singh,
the erstwhile Chief Financial Officer ("CFO") of the
Company, had tendered his resignation from the post
of Chief Financial Officer of the Company with effect
from close of business hours of January 27, 2025.
Further basis the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
of the Company appointed Mr. Sabyasachi Mukherjee
as CFO of the Company with effect from January 27,
2025.

20. AUDITORS AND THEIR REPORTS
Statutory Auditor

Pursuant to the provisions of Section 139 of the
Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, as amended from time to
time, M/s. Uttam Abuwala Ghosh & Associates (FRN
111184W) Chartered Accountants were appointed

as Statutory Auditors of the Company for second
term of five consecutive years, commencing from the
conclusion of the 16^th Annual General Meeting to hold
office till the conclusion of the 21^th Annual General
Meeting of the Company, to be held in the calendar
year 2029.

The Statutory Auditors have confirmed their eligibility
under Section 141 of the Companies Act, 2013.
Further, as required under the relevant regulation of
SEBI Listing Regulations, the Statutory Auditors had
also confirmed that they had subjected themselves to
the peer review process of the Institute of Chartered
Accountants of India (ICAI) and they hold a valid
certificate issued by the Peer Review Board of ICAI.

Unmodified Statutory Auditors Reports

The Statutory Auditors Report on the Annual Audited
Financial Statements for the financial year 2024-25
forms part of the Annual Report and are unmodified
i.e. they do not contain any qualification, reservation,
or adverse remark.

Secretarial Auditor

M/s. Mehta & Mehta, Company Secretaries, Mumbai
were appointed as the Secretarial Auditor of the
Company to conduct the audit of the secretarial
records of the Company and for providing
Annual Secretarial Compliance Report, Corporate
Governance Certifications and other certifications as
may be required under the SEBI Listing Regulations.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial
Compliance Report for the financial year ended
March 31, 2025 from M/s. Mehta & Mehta, Company
Secretaries, Mumbai in compliance with the
Regulation 24A of the SEBI Listing Regulations and
the SEBI circular CIR/ CFD/CMD1/27/2019 dated 8th
February, 2019. The said Report has been submitted to
the Stock Exchanges within the prescribed statutory
timelines. The Annual Secretarial Compliance Report,
in compliance with Regulation 24A of the SEBI Listing
Regulations, is annexed to the Report on Corporate
Governance and forms part of the Annual Report.

Unmodified Secretarial Audit Report and Annual
Secretarial Compliance Report

The Secretarial Audit Report and the Annual
Secretarial Compliance Report for the financial year
ended March 31, 2025 are unmodified i.e. they do
not contain any qualification, reservation, or adverse
remark.

The Secretarial Audit Report in Form MR-3 as per
the provisions of Section 204 of the Act read with
Rules framed thereunder for the financial year ended
March 31, 2025 is annexed to this Boards'' Report as
Annexure I and forms part of the Annual Report.

Internal Audit

The Company has in place an adequate internal
audit framework to monitor the efficacy of the
internal controls with the objective of providing to
the Audit Committee and the Board of Directors, an
independent, objective and reasonable assurance on
the adequacy and effectiveness of the Company''s
processes.

The Board has appointed K.V.M.R. & Company (FRN
016531C), Chartered Accountants as the Internal
Auditor of the Company for the Financial Year
2024-25. The Internal Auditor reports directly to the
Chairman of the Audit Committee. The Internal Audit
function develops an audit plan for the Company,
which covers, inter-alia, corporate, core business
operations, as well as support functions and is
reviewed and approved by the Audit Committee.

The internal audit approach verifies compliance
with the operational and system related procedures
and controls. Significant audit observations are
presented to the Audit Committee, together with the
status of the management actions and the progress
of the implementation of the recommendations on a
regular basis.

Cost Audit

The provisions of Cost Audit and maintenance of cost
records as specified by the Central Government under
Section 148 of the Act read with the Rules framed
thereunder, are not applicable to the Company and
hence such accounts and records are not required to
be maintained by the Company.

Reporting of frauds by Auditors

During the financial year under review, the Statutory
Auditor and the Secretarial Auditor of the Company
have not reported any instance of fraud committed in
the Company by its officers or employees to the Audit
Committee under Section 143(12) of the Act.

21. RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the
financial year 2024-25 with related parties were in
compliance with the provisions of the Companies

Act, 2013 and SEBI Listing Regulations. All such
transactions were approved by the Audit Committee
and the Board, from time to time and the same are
disclosed in the financial statements of your Company
for the financial year under review. The Company had
obtained prior approval of the Audit Committee for
all the related party transactions during the Financial
Year 2024-25 as envisaged in Regulation 23(2) of
the SEBI Listing Regulations and Section 177 of the
Companies Act, 2013.

Further, the Audit Committee had given prior omnibus
approval under Regulation 23(3) of the SEBI Listing
Regulations and provisions of Section 177 of the
Companies Act, 2013, for related party transactions
that are foreseen and of repetitive nature during the
period under review and the required disclosures
were made to the Committee on quarterly basis.

The Company had not entered into any contract/
arrangement/ transaction with related parties which
could be considered material in accordance with the
Policy of the Company on Materiality of Related Party
Transactions or which is required to be reported in
Form No. AOC-2 in terms of Section 134(3) (h) read
with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014. Accordingly,
there are no transactions that are required to be
reported in Form AOC-2.

The Policy on Materiality of Related Party Transactions
and dealing with Related Party Transactions as
approved by the Board of Directors of the Company
can be viewed on the website of the Company through
the link: https://navkarcorp.com/upload data/Files/
rpt-policy.pdf

22. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company believes that as a responsible
corporate citizen, it has a duty towards the society,
environment, and the country where it operates.
The Company''s sense of responsibility (which goes
beyond just complying with operational and business
statutes) towards the community and environment,
both ecological and social, in which it operates is
known as corporate social responsibility.

CSR Committee

The CSR Committee of the Board is constituted in
compliance with the provisions of the Act read with
the applicable rules made thereunder.

The CSR Committee of the Company comprises
of Four Directors as on March 31, 2025 as detailed
hereunder. The Chairman of the CSR Committee is
an Independent Director and the Company Secretary
of the Company acts as the Secretary to the CSR
Committee.

Details of the composition of the CSR Committee as
on March 31, 2025 is given hereunder.

Sr. No.	Name	Designation	Category
1	Mrs. Pooja Hemant Goyal	Non - Executive, Independent Director	Chairperson
2	Mr. Sandeep Kumar Singh	Non - Executive, Independent Director	Member
3	Mr. Lalit Singhvi	Non-Executive, Non¬ Independent Director	Member
4	Mr. Manish Gupta	Non-Executive, Non¬ Independent Director	Member

The terms of reference of CSR committee has been
disclosed in the Corporate Governance section of
Annual Report and a detailed breakup of expenditure
carried out on CSR activities has been disclosed in
the Corporate Social Responsibility Report attached
as Annexure II of the Board''s Report.

CSR Policy

On the recommendation of the CSR Committee, the
Board of Directors have adopted and formulated
comprehensive Corporate Social Responsibility
policy, which sets out the objective, areas, activities
and the manner in which the expenditure on CSR
obligation would be carried out by the Company.

The CSR Policy including a brief overview of the
projects or programs approved by the Board with
implementation schedule thereof is uploaded on the
Company website and can be accessed through the
weblink: https://navkarcorp.com/upload data/Files/
policies-csr-policy.pdf

CSR Spend

During the financial year under review, the Company
has spent '' 1,11,52,123/- (Indian Rupees: One Crore
Eleven Lakhs Fifty Two Thousand One Hundred
Twenty Three Only) towards CSR activities as
stipulated under Schedule VII. There is no unspent
CSR expenditure as on March 31, 2025.

Impact Assessment of CSR Projects

The Company''s average CSR obligation in the three
immediately preceding financial years does not
exceed ''10 crores. Hence, the Company is not
required to undertake impact assessment, through
an independent agency in terms of Rule 8(3)(a) of the
Companies (Corporate Social Responsibility) Rules,
2014.

However, in line with the CSR Policy, the Company
voluntarily conducts internal assessments to monitor
and evaluate the CSR projects of the Company

Annual Report on CSR

Annual Report on CSR for the financial year 2024¬
25 including the salient features of the CSR Policy
adopted by the Company is annexed as Annexure II
of this report and forms part of the Annual Report.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism as envisaged in the Act, the Rules
framed thereunder and the SEBI Listing Regulations,
is implemented through the Company''s Whistle
Blower Policy. The Whistle Blower Policy provides a
mechanism for the Directors, employees and all the
stakeholders of the Company to report their genuine
concerns and provides adequate safeguard against
victimization to those who use such mechanism.

Pursuant to the Policy, the Whistle Blower can raise
concerns relating to Reportable Matters (as defined
in the Policy) such as unethical behavior, breach of
Code of Conduct Policy, actual or suspected fraud,
any other malpractice, impropriety or wrongdoings,
illegality, non-compliance of legal and regulatory
requirements, retaliation against the Directors &
Employees and instances of leakage /suspected
leakage of Unpublished Price Sensitive Information
of the Company etc.

Further, the mechanism adopted by the Company
encourages the Whistle Blower to report genuine
concerns or grievances to the Audit Committee,
and provides for adequate safeguards against

victimization of Whistle Blower, who avail of such
mechanism and also provides for direct access to
the Chairman of the Audit Committee, in appropriate
or exceptional cases. The Audit Committee oversees
the functioning of the same. Further, no personnel
have been denied access to the Audit Committee
during the financial year under review.

The details of this Policy is explained in the Report
on Corporate Governance and also posted on the
website of the Company at: https://navkarcorp.
com/upload data/Files/vigil-mechanism-or-whistle-
blower-policy.pdf

There was no instance of such reporting received
during the financial year ended March 31,2025.

24.PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

• Internal Complaints Committee (ICC):

The Company has instituted an Internal
Complaints Committee (ICC) to redress and
manage sexual harassment complaints in a
timely manner. The Committee is chaired by
a female employee employed at a senior level
amongst the employees and has an external
senior representative who is a subject matter
expert. The Board is periodically updated on
matters arising out of the policy/ framework and
on certain incidents, if any.

• Policy on Prevention of Sexual Harassment at
Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual
harassment and is committed to providing a
safe environment for all. The Company''s policy
is inclusive, irrespective of the gender or sexual
orientation of an individual. It also includes
situations around work from home scenarios.
Pursuant to the POSH Act, the details regarding
the number of complaints received, disposed,
and pending during the financial year, pertaining
to incidents under the above framework/ law are
as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints those remaining unresolved at the end of the financial year	Nil

25. CORPORATE GOVERNANCE

Company''s Corporate Governance Practices are a
reflection of value system encompassing culture,
policies, and relationships with the stakeholders.
Integrity and transparency are key to Corporate
Governance Practices to ensure that Company gain
and retain the trust of stakeholders at all times. It is
about maximizing shareholder value legally, ethically
and sustainably. The Board exercises its fiduciary
responsibilities in the widest sense of the term.

The Report on Corporate Governance as stipulated
under Regulation 34 of SEBI Listing Regulations,
is provided together with a certificate from the
auditors of the company regarding compliance of
conditions of corporate governance as stipulated
under SEBI Listing Regulations. A certificate of the
Chief Executive Officer and Chief Financial Officer of
the Company in terms of SEBI Listing Regulations,
inter alia, confirming the correctness of the financial
statements and cash flow statements, adequacy
of the internal control measures and reporting of
matters to the Audit Committee, is also annexed.
Also a declaration signed by the Chief Executive
Officer stating that members of the board and
senior management personnel have affirmed the
compliance vide Code of Conduct of the board and
senior management is attached to the report on
corporate governance.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As stipulated in Regulation 34(2)(f) of the SEBI Listing
Regulations, the top one thousand listed entities
based on market capitalization shall report Business
Responsibility and Sustainability Report on the
environmental, social and governance disclosures, in
the format as may be specified by the Board. During
the year under review this report is not applicable to
our Company.

27. POLICIES

Your Company is committed to adhere to the highest
standards of ethical, moral and legal business

conduct. In accordance with the requirements of
the provisions of the Companies Act, 2013 ("the
Act"), the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the
Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 ("SEBI Insider
Trading Regulations") and other applicable laws,
as amended from time to time, your Company has
formulated certain Policies. These Policies are
reviewed periodically and are updated as and when
needed. The policies are uploaded on the website
of the Company https://navkarcorp.com/investor-
relations

Name of the Policy	Brief Description
Code of Conduct	The Board of your Company has laid down Codes of Conduct viz. for all the Directors, Key Managerial Personnel, Senior Management and Employees of the Company. These Codes are the central policy documents which specify the requirements for business practices and principles of behaviour that the Directors associated the Company and employees working for and with the Company must comply with, regardless of their location.
Policy on Materiality of and on dealing with Related Party Transactions	The Policy has been framed in accordance with Regulation 23(1) of the SEBI Listing Regulations to regulate all the transactions between the Company and its related parties.
Policy on Appointment and Remuneration of Directors and Senior Management and Succession Planning	This Policy includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down therein, succession planning for Directors and Senior Management and sets out the approach of the Company towards the Compensation of Directors, Key Managerial Personnel, Senior Management Personnel of the Company.
Risk Management Policy	The Risk Management Policy statement is adopted to outline guidelines mandated by the Company''s Board of Directors in identification, assessment, measurement, mitigation, monitoring and reporting of all risks associated with the activities conducted by the Company.
Dividend Distribution Policy	The Dividend Distribution Policy is adopted in accordance to the provisions of Regulation 43A of the SEBI Listing Regulations.

Whistleblower Policy (Policy on Vigil Mechanism)	The Vigil Mechanism as envisaged in the Act and SEBI Listing Regulations is implemented through Whistleblower Policy for providing adequate safeguards against victimization of persons to report genuine concerns regarding unethical behaviour or actual or suspected fraud or violation of the Company''s Codes and Policies and also makes a provision for direct access to the Chairperson of the Audit Committee.
Policy for determination of materiality for disclosure of events or information	This Policy is adopted in accordance with the SEBI Listing Regulations and requires the Company to make disclosure of events or information which are material to the Company as specified under the provisions of Regulation 30 of the SEBI Listing Regulations
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI")	This Code has been formulated in accordance with the SEBI Insider Trading Regulations to ensure prompt, timely and adequate disclosure of UPSI which inter alia includes Policy for Determination of "Legitimate Purposes".
Corporate Social Responsibility Policy	The Corporate Social Responsibility ("CSR") Policy of the Company is aimed to promote CSR initiatives across the Company as required under section 135 of the Companies Act, 2013.
Document Retention and Archival Policy	This Policy provides for retention of events or information which has been disclosed to the Stock Exchange(s) under Regulation 30 of the SEBI Listing Regulations, on the website of the Company for a period of five years from the date of hosting.

28. SHAREHOLDERS AND INVESTORS

The Company regularly interacts with its shareholders
and investors through results announcements,
annual reports, investor presentations the Company''s
website, and subject-specific communications.
The AGM gives the shareholders an opportunity
to communicate directly with the Board and
Management. During this meeting, the Board
engages with shareholders and answers their queries
on various subjects. The Company has a designated
e-mail address for shareholders i.e. cs@navkarcorp.
com.

29. DIRECTORS AND OFFICERS LIABILITY INSURANCE
(D&O)

Pursuant to Regulation 25(10) of the Listing
Regulations, the Company has taken the Directors
and Officers Liability Insurance (''D & O Insurance'')
policy for all the Directors, including Independent
Directors, to indemnify them against any liability in

respect of any negligence, default, misfeasance,
breach of duty, or breach of trust for which they may
be guilty in relation to the Company.

30. INSIDER TRADING CODE

The Company has instituted a mechanism to avoid
Insider Trading and abusive self-dealing in the
securities of the Company. In accordance with the
Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 (''SEBI PIT
Regulations''), the Company has established systems
and procedures to prohibit insider trading activity
and has framed the Code of Prohibition of Insider
Trading (the "Code"). The Code of the Company
prohibits the directors of the Company and other
specified employees from dealing in the securities of
the Company on the basis of any Unpublished Price
Sensitive Information (UPSI), available to them by
virtue of their position in the Company. The objective
of this Code is to prevent the misuse of any UPSI
and prohibit any insider trading activity to protect the

interests of the shareholders at large. The Board of
Directors of the Company has adopted the Code and
formulated the Code of Practices and Procedures for
Fair Disclosure in terms of the requirements of the
SEBI PIT Regulations.

The Code is available on the website of the Company
at https://navkarcorp.com/investor-relations

31. COMPLIANCE WITH SECRETARIAL STANDARD

The Company complies with all applicable mandatory
secretarial standards i.e. SS-1 and SS-2, relating to
"Meetings of the Board of Directors" and "General
Meetings", respectively issued by the Institute of
Company Secretaries of India.

32. ANNUAL RETURN

In accordance with provisions of Section 134 of
the Companies Act, 2013 read with applicable rules
made thereunder, the Annual Return in the prescribed
format is available on the website of the Company
at the link: https://www.navkarcorp.com/investor-
relations#documents

33. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

Information in accordance with the provisions of
Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules,
2014 regarding conservation of energy, technology
absorption and foreign exchange earning & outgo is
given in Annexure III forms part of this report.

34. CODE OF CONDUCT FOR DIRECTORS AND KMPs

The Board of Directors of the Company has
adopted the Code of Conduct for its Directors and
Senior Management Personnel of the Company in
compliance with Regulation 17(5) of the SEBI Listing
Regulations. For the financial year 2024-25, all Board
members and Senior Management personnel of
the Company have affirmed the compliance with
the code as applicable to them and a declaration
to this effect signed by the Chief Executive Officer
and forms part of the Corporate Governance Report.
The Company''s Code of Conduct for Directors and
Senior Management is hosted on the website of
the Company at https://navkarcorp.com/investor-
relations The Declaration signed by the Chief
Executive Officer stating that members of the board

and senior management personnel have affirmed
the compliance vide Code of Conduct of the board
and senior management is attached to the report on
corporate governance.

35. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure IV to this Report.
The disclosure under Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms a part of
this Report. However, as per first proviso to Section
136(1) of the Act and second proviso of Rule 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the Report and
Financial Statements are being sent to the Members
of the Company excluding the said statement. Any
Member interested in obtaining a copy of the said
statement may write to the Company Secretary at the
Registered Office of the Company.

In terms of Section 136 (1) of the Act, the Annual
Report and the Audited Financial Statements are
being sent to the Members and others entitled
thereto. The said statement is also available for
inspection by the Members at the Registered Office
of the Company during business hours on working
days up to the date of the ensuing AGM.

36. OTHER DISCLOSURES

The Board states that no disclosure or reporting is
required in respect of the following items as there
were no transactions on these items during the
financial year:

1) As per rule 4(4) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has
not issued equity shares with differential rights
as to dividend, voting or otherwise;

2) As per rule 8(13) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has
not issued shares (including sweat equity shares)
to employees of the Company under any scheme;

3) As per rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014, the Company has
not issued equity shares under the Employees
Stock Option Schemes;

4) Since the Company has not formulated any
scheme of provision of money for the purchase
of own shares by employees or by the trustee for
the benefit of the employees in terms of Section
67(3) of the Act, no disclosures are required to
be made;

5) There was no revision of financial statements
and the Board''s Report of the Company during
financial year;

6) No application has been made under the
Insolvency and Bankruptcy Code, hence the
requirement to disclose the details of the
application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the financial along with their
status as at the end of the financial year is not
applicable; and

7) The requirement to disclose the details of the
difference between the amount of the valuation
done at the time of one-time settlement and the
valuation done while taking a loan from the Banks
or Financial Institutions, along with the reasons
thereof, is not applicable for the financial year.

37. CAUTIONARY NOTE

The statement in the Directors Report and the
Management Discussion and Analysis Report
describing the Company''s objectives, expectations
or predictions, may be forward looking within
the meaning of applicable securities laws and
regulations. Actual results may differ materially from
those expressed in the statement. These risks and

uncertainties include the effect of economic and
political conditions in India, volatility in interest rates,
new regulations and Government policies that may
impact the Company''s business as well as its ability
to implement the strategy. The Company does not
undertake to update these statements.

38. APPRECIATION AND ACKNOWLEDGEMENT

The Directors would like to express their appreciation
and thank the Ministry of Corporate Affairs, the
Securities and Exchange Board of India, BSE Limited,
the National Stock Exchange of India Limited,
National Securities Depository Limited, Central
Depository Services (India) Limited and the Credit
Rating Agencies, Government and other regulatory
Authorities, other statutory bodies, Company''s
bankers, Members for the excellent support received
from them during the financial year and look forward
to their continued support in future.

The Directors express their sincere appreciation to all
company employees for their unstinted commitment
and continued contribution.

On Behalf of the Board of Directors
Navkar Corporation Limited

Rinkesh Roy

Chairman
DIN:07404080

Place: Navi Mumbai

Date: April 25, 2025

---

Mar 31, 2024

The Board of Directors of Navkar Corporation Limited (“The Company” or “Navkar”) is pleased to present their 16^th Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31,2024.

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

The Company’s financial performance during the financial year ended March 31, 2024 compared to the previous financial year is summarized in below:

(? in Lakhs except EPS)

Particulars	FY 2023-24	FY 2022-23
Total Revenue	44084.17	44967.58
Total Expenses	42883.09	40051.49
Profit Before Tax from continuing Operations Before exceptional items	1201.08	4916.09
Exceptional Item	-	1906.42
Tax Expenses Current Tax	194.01	1859.12
Earlier Year Tax	226.70	38.08
Deferred Tax Expenses	220.50	(2374.21)
Total Tax Expenses	641.21	(477.01)
Profit for the period from Continuing Operations	559.87	7299.52
Discontinued Operations (a) Profit from discontinued operations before tax	(730.97)	4151.51
(b) Tax expenses of discontinued operations	-	2201.92
Profit/(Loss) for the Period/Year from discontinued operations (a - b)	(730.97)	1949.59
Profit/(Loss) for the Period/Year (A)	(171.10)	9249.11
Other Comprehensive Income, net of tax (B) Items that will not to be reclassified to Profit and Loss Re-measurement of net defined benefit obligations From Continuing Operations	(30.66)	11.80
From Discontinued Operations	-	10.17
Total Comprehensive Income for the year (A B)	(201.76)	9271.08
Earning per equity shares (Face Value INR 10/- per share) Basic and Diluted (INR) From Continuing Operations	0.37	4.85
From Discontinued Operations	(0.49)	1.30

Financial Highlights

The total revenue of your Company from continuing operations stood at INR 44084.17 Lakhs for the financial year ended March 31, 2024 as against INR 44967.58 Lakhs for the previous financial year. The Profit before tax is INR 1,201.08 Lakhs for the current year as against INR 6,822.51 Lakhs in previous financial year and Total Comprehensive Income including continued and discontinued operations of your Company is INR (201.76) Lakhs as against INR 9271.08 Lakhs in the previous financial year.

Based on the approvals received from the Board of Directors at their Meeting held on August 16, 2022 and from the shareholders at the 14^th Annual General Meeting held on September 07, 2022, the company has executed Business Transfer Agreement during the year and has sold the business undertaking under the ICD operation situated at Tumb Village Gujarat as a going concern, on an “as is where is” basis, as mentioned under “Business

Undertaking” of the Business T ransfer Agreement to Adani Forwarding Agents Private limited. Detailed analysis on sale of Business Undertaking have been provided under Note No. 36 of the Financial Statement.

Operational Highlights

The operations are exhaustively discussed in the ‘Management Discussion and Analysis’ forming part of the Annual Report.

Accounting Method

The Annual Audited Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 (“the Act”) and are prepared in accordance with the Indian Accounting Standards (“Ind AS”) as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”).

The Annual Audited Financial Statements of the Company are prepared on a going-concern basis.

Publication and access to the Financial Statements and Results

The Company publishes its Unaudited Financial Results which are subjected to limited review on a quarterly basis. The Audited Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where shares of the Company are listed and the website of the Company.

In accordance with Section 136 of the Act, the Annual Audited Financial Statements of Company and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink: https://navkarcorp.com/investor-relations

Changes in the nature of Business:

The Company continued to provide logistics services to its customers and hence, there have been no changes in the nature of the business and operations of the Company during the financial year under review.

Material Changes and Commitment, if any, affecting financial position of the Company from financial year end and till the date of this report:

There have been no such material changes and commitments, affecting the financial position of the Company which have occurred between the end of financial year to which the Financial Statements relates and the date of this Report except for the following:

The Board of Directors of Navkar Corporation Limited (“the Company”) in its meeting held on June 27, 2024 has approved the execution of Share Purchase Agreement (SPA) dated June 27, 2024 entered between the Company, sellers forming part of the promoter/promoter group of the Company, and Acquirer JSW Port Logistics Private Limited (Wholly Owned Subsidiary Company of JSW Infrastructure Limited) for sale of 10,59,19,675 Equity Shares of the Company of Face Value of Rs. 10/- each, aggregating to 70.37% of the paid up equity share capital of the Company. The necessary definitive agreements have been signed between the parties. Further, in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011 as amended, the acquirer has made public announcement (PA), Detail Public Statement (DPS) and Draft Letter of offer (DLOF) for open offer to acquire 39,134,988 equity shares of the Company from the Public Shareholders at price of ''105.32 per share.

2. ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION:

During the financial year under review, there is no alteration in Memorandum and Articles of the Company.

3. TRANSFER OF UNCLAIMED SHARE APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Section 125 Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), there is no unpaid or unclaimed Share Application Money / dividends which are required to be transferred by the Company to the IEPF.

4. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which would impact going concern status of the Company and its future operations.

5. STATE OF COMPANY’S AFAIRS:

BUSINESS OVERVIEW AND STATE OF COMPANY’S AFFAIRS:

The Company operates into (a) Container Freight Stations or CFSs (b) Inland Container Depot or ICD and (c) Rail Terminals also referred to as Private Freight Terminals or PFTs by the Indian Railways.

Container Freight Stations

Container Freight Stations serve a gateway port. In our case, our three Container Freight Stations serves the gateway port of Nhava Sheva (also called Jawaharlal Nehru Port Trust). Company has three Container Freight Stations two at Ajiwali and one at Somathane - all in Panvel Taluka, Maharashtra, Import containers nominated by container shipping lines or consignees are required to be evacuated from the port premises and transported to our Container Freight Station. After arrival at the CFS, the import laden container is stacked and stored awaiting clearance by the consignee’s clearing agent. The process of customs clearance of goods is carried out by the Customs Broker (earlier referred to as Custom House Agent). Similarly, CFS provides all the services for Export Cargoes. Our CFS provides all the services that are needed to facilitate the clearance of the cargoes (Exim and Domestic). To service the needs of customs clearance and delivery of the goods or the laden container itself, we are required to have an array of equipment (both big and small) that include

Reach Stackers, Fork Lifts, Cranes, slings, trailers, and other cargo handling equipment. For storage purposes there are warehouses which are marked for the storage of export and import goods. Open areas are marked for stacking and storing import and export containers. As a CFS we provide all the range of services that fall within the guidelines for handling cargoes and containers from the Container Yard (CY) of the port’s terminal to the CFS and handover of the goods or the laden container at the CFS. Facilities for parking, container storing and repairs are available here.

Railway Terminals

Navkar operates two railway terminals referred to as Private Freight Terminals (PFTs). These terminals are at our Somathane (Panvel) facility and at ICD Morbi. The PFT at Somathane is served with three railway tracks. The railway terminals are used for handling export rakes of agro products, domestic rakes and container rakes (referred to as BLC rakes. The PFTs handle all types of railway rakes (Exim and domestic) at Somathane. All rakes arriving with cargoes are handled as per the guidelines of the Indian railways.

Inland Container Depot

The Company owns and operates an Inland Container Depot at Morbi in Gujarat. Located on Gujarat State Highway 7, this ICD at Morbi caters to the industries in the Suarashtra region of Gujarat. Our Morbi ICD serves both - Mundra & Kandla Ports, with a majority of the volumes getting routed through Mundra Port as the Base Port. ICD Morbi is spread over 147 acres and is supported by our own Gati-Shakti Cargo Terminal having 6 Railway sidings. The facility is equipped with the best of equipment and infrastructure - Over 2 lakhs square feet of contemporary warehousing, Rubber Tyre Gantry Cranes, Reach Stackers, Cranes, Fork lifts etc. for meeting all handling and storage requirements at the facility. The facility is supported by our own fleet of Trailers for container movement and incorporates a spacious parking area. handling all types of cargoes and containers. We have the best of facilities for container storage and repairs exceeding the standards specified by all our partner shipping lines.

The Import cycle commences with the laden import containers of the consignees being picked up at Mundra Port and being moved by rail to our ICD. At the ICD, the import laden containers are off-loaded from the rake and moved to stacks based on consignee identity. The consignee completes all formalities for custom clearance and container release with Indian Customs and Shipping Lines respectively with help of the Custom House Agent (CHA) and takes delivery of their import containers. In most cases, the consignee will work with the ICD on an

integrated service package wherein transportation of laden container from our ICD to the customer facility and empty container from customer facility back to our ICD is performed by the ICD. The Import Cycle gets concluded with the offloading of empty containers to shipping line at our ICD.

The Export Cycle commences with issue of empty containers to exporters from our ICD to shippers. Similar to Import customers, most Export customers contract our ICD for integrated service package wherein the transportation to and from the customer’s facility is performed by the ICD. Shippers complete Customs formalities for LEO at our ICD and subsequently containers are moved to Mundra / Kandla Port by Rail or Road. The Exports Cycle concludes with Gate in at Port in the Terminals’ capacity.

6. TRANSFER TO RESERVES:

Details of reserve and surplus are provided in Note No. 17 of the Financial Statement.

7. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year ended March 31,2024.

As per Regulation 43A of SEBI Listing Regulations the Company has formulated Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The Dividend Distribution Policy is available on Company’s website at https://navkarcorp.com/upload data/Files/dividend-distribution-policy.pdf

8. PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9. INTERNAL FINANCIAL CONTROLS:

The Company has laid down Standard Operating Procedures, policies, roles, responsibilities and authorities to guide the operations of the business. Regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Process owners are responsible for ensuring compliance with the policies and procedures laid down by the Management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company. Independence of the Internal Auditor is ensured by way of direct reporting to the Audit Committee.

The Auditors of the Company has audited and assessed the Internal Financial Controls of the Company during the financial year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India.

Based on the results of the assessments carried, no material weakness was observed in the effectiveness of internal control systems nor were any deficiencies in the design or operation of such internal controls observed. Further there were no significant changes in internal control over financial reporting and the internal control systems were operating adequately.

The Statutory Auditors have also examined the internal financial controls of the Company and have submitted an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting for the financial year ended March 31, 2024. Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review. The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment.

The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of the audit recommendations including those relating to strengthening of the Company’s risk management policies and systems. The ultimate objective being, a Zero Surprise, risk-controlled organisation. Further details of the internal control systems are provided in the Management Discussion & Analysis which forms part of this Integrated Annual Report.

10. RISK MANAGEMENT:

The Company has a well-defined risk management framework in place which inter-alia includes identification of elements of risk, if any, which in the opinion of the Management and the Board may impact the performance outcome of the Company. The Company has developed and implemented a Risk Management Policy which is approved by the Board.

The Risk Management Policy inter-alia includes identification and assessment of the likelihood and impact of risk, mitigation steps and reporting of existing

and new risks associated with the Company’s activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Company’s objectives. The Risk Management Committee is, inter-alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy, and effectiveness of the above process to the Board on a periodic basis. The details of composition of the Risk Management Committee, their terms of reference, meetings held and attendance of the Committee Members there at during the financial year 2023-24 are provided in the section titled Report on Corporate Governance, which forms part of the Annual Report.

11. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy’ section in the Management Discussion and Analysis Report, which forms part of the Annual Report.

12. SHARE CAPITAL:

During the year under review, there is no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.

As on March 31,2024 the Authorized Share Capital of the Company is INR 2,26,00,00,000/- (Rupees Two Hundred Twenty-Six Crore) divided into 21,50,00,000 (Twenty-One Crore Fifty Lakhs) Equity Shares of INR. 10/- (Rupees Ten only) each, 50,00,000 (Fifty Lakhs) 0% Cumulative Redeemable Preference Shares of INR. 10/- (Rupees Ten only) each and 6,00,000 (Six Lakhs) 6% Cumulative Redeemable Preference Shares of INR. 100/- (Rupees One Hundred only) each.

As on March 31, 2024, the issued, subscribed and paid-up share capital of the Company is INR 153,81,70,810/-(Rupees One Hundred Fifty-Three Crore Eighty One Lakh Seventy Thousand Eight Hundred Ten Only) divided into 15,05,19,181 (Fifteen Crore Five Lakhs Nineteen Thousand One Hundred Eighty One) Equity Shares of INR. 10/- (Rupees Ten only) each, 23,00,000 (Twenty-Three Lakh) 0% cumulative Redeemable Preference Shares of INR. 10/- (Rupees Ten only) each and 99,790 (Ninety-Nine Thousand Seven Hundred Ninety) 6% Cumulative Redeemable Preference Shares of INR. 100/- (Rupees One Hundred only).

13. CREDIT RATING:

The Company had received following credit rating from CRISIL Rating Limited which denotes high degree of safety regarding timely servicing of financial obligation.

Total Bank Loan Facilities Rated	Date of Rating	Long Term Rating	Short Term rating
Rs. 100 Crore	April 25, 2024	CRISIL A-/Positive (Assigned)	Nil
Rs.268 Crore (Enhanced from Rs.100 Crore)	May 10, 2024	CRISIL A-/Positive (Reaffirmed)	Nil
Rs.278 Crore (Enhanced from Rs.268 Crore)	July 25, 2024	CRISIL A-/Watch Developing (Continues on ‘Rating Watch with Developing Implications’)	CRISIL A2 /Watch Developing (Assigned; Placed on ''Rating Watch with Developing Implications'')

14. LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Composition of Board of Directors

The Composition of the Board of Directors of the Company as on March 31,2024 are as follows:

Sr. Name of Director DIN Designation No.
1.	Mr. Shantilal J. Mehta	00134162	Chairman and Managing Director
2.	Mr. Nemichand J Mehta	01131811	Whole-time Director
3.	Mr. Jayesh N. Mehta	00510313	Whole-time Director
4.	Mr. Dinesh Mohanlal Jain	10043560	Whole-time Director (w.e.f. May 29, 2023)
5.	Mr. Ashok Kumar Thakur	07573726	Non-Executive Independent Director
6.	Mr. Sandeep Kumar Singh	02814440	Non-Executive Independent Director
7.	Ms. Pooja H Goyal	07813296	Non-Executive Women Independent Director
8.	Mr. Atul Kumar	09045002	Non-Executive Independent Director (w.e.f. May 29, 2023)

Declaration by Independent Directors

Sr. No.	Director	Designation	Terms and conditions
1.	Mr. Jayesh N. Mehta (DIN: 00510313)	Whole-Time Director	Re-appointed as Director, liable to retire by rotation on the terms and conditions, as set out in the Explanatory Statement annexed to the Notice convening the 15th AGM.
2.	Mr. Shantilal J. Mehta (DIN: 00134162)	Chairman & Managing Director	Re-appointed as Chairman and Managing Director for a period of 03 (Three) years, with effect from October 01,2023 to September 30, 2026, on the terms and conditions, as set out in the Explanatory Statement annexed to the Notice convening the 15th AGM.
3.	Mr. Dinesh Mohanlal Jain (DIN: 10043560)	Whole-Time Director	Appointed as Whole-Time Director for a period of three years effective from May 29, 2023 to May 28, 2026, on the terms and conditions, as set out in the Explanatory Statement annexed to the Notice convening the 15th AGM.
4.	Mr. Atul Kumar (DIN: 09045002)	Independent Director	Appointed as an Independent Director for a first term of office of five consecutive years commencing from May 29, 2023 to May 28, 2028 (both days inclusive).
5.	Mr. Sandeep K. Singh (DIN: 02814440)	Independent Director	Re-appointed as an Independent Director for second term of office of five consecutive years commencing from August 23, 2023 to August 22, 2028 (both days inclusive).

Change in Designation

During the year under review, the Company has not granted any loans, guarantees and investments made as mentioned under Section 186 of the Companies Act, 2013.

15. REQUIREMENTS FOR MAINTENANCE OF COST RECORDS

The Company is not required to maintain the cost records as specified by Central Government under section 148 (1) of the Companies Act, 2013 and rules made thereunder.

16. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY

The company does not have any company, which is its subsidiary, associate or joint venture. Hence the details of this clause are not applicable to the Company.

17. BOARD OF DIRECTORS

The Company’s policy is to have an appropriate blend of Independent and Non-Independent Directors to maintain the independence of the Board and to separate the Board functions of governance and management.

The Board of Directors holds fiduciary position and is entrusted with the responsibility to act in the best interests of the Company. The Board at its meetings deliberate and decide on strategic issues including review of policies, financial matters, discuss on business performance and other critical matters for the Company. Committees constituted by the Board focus on specific areas and take informed decisions within the framework

of the delegated authority and responsibility and make specific recommendations to the Board on matters under its purview. Decisions and recommendations of the committees are placed before the Board for consideration and approval as required.

Composition

In compliance with the provisions of regulation 17(1)(a) of SEBI Listing Regulations, the board of directors shall have an optimum combination of executive and nonexecutive directors with at least one independent woman director and not less than fifty per cent of the board of directors shall be non-executive directors.

As on March 31, 2024, Board of the Company comprise of Eight Directors comprising of Four Executive Directors including One Executive Chairman, Four Independent Directors including One Women Independent Director.

Director Retiring by Rotation Mr. Nemichand Jayavantraj Mehta

In terms of Section 152 of the Act, Mr. Nemichand Jayavantraj Mehta (DIN: 01131811), Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM.

The brief resume of the Directors to be appointed at this Annual General Meeting and other related information has been furnished in the Notice convening the 16^th Annual General Meeting.

Directors appointed/re-appointed during the financial year 2023-24

During the financial year 2023-24, the Shareholders of the Company at the 15^th AGM held on Thursday, August 10, 2023, on the basis of recommendation of the Board and the NRC, approved the following appointments/re-appointments:

During the financial year 2023-24, the Shareholders of the Company at the 15th AGM held on Thursday, August 10, 2023, on the basis of recommendation of the Board and the NRC, approved the change in designation of Mr. Jayesh Nemichand Mehta from Non-Executive Non Independent Director to Whole-Time Director for a period of 3 (Three) years commencing from May 29, 2023 to

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1) (b) of SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact

May 28, 2026 on the terms and conditions, as set out in the Explanatory Statement annexed to the Notice convening the 15^th AGM.

Detailed disclosures with regard to the approved appointments/re-appointment were made in Notice of the 15th AGM, which can be referred at the website link of the Company: https://navkarcorp.com/investor-relations#annual-report.

their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and have also confirmed their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs in compliance with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Performance Evaluation

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of your Company has carried out an annual evaluation of its own performance and that of its Committees as well as reviewed the performance of the Directors individually for financial year 2023-24. The performance evaluation of the Non-Independent Directors and the Board as a whole, was carried out by the Independent Directors. The Independent Directors also carried out evaluation of the Chairman of the Company, considering the views of the other Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Process of evaluation

Feedback for each of the evaluations was sought by way of internal structured questionnaires with the Directors and the Committee for accessing the questionnaires and submitting their feedback/comments. The questionnaires for performance evaluation are in alignment with the guidance note on Board evaluation issued by the Securities and Exchange Board of India (“SEBI”), vide its circular dated 5 January 2017 and cover various attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties etc., based on the criteria approved by the NRC. The Members were also able to give qualitative feedback and comments apart from the standard questionnaires.

Results of evaluation

The outcome of the evaluations was presented to the Board, the NRC and the Independent Directors at their respective meetings for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise done and the results/outcome of the evaluation process. The outcome of the evaluations, with the feedback/comments given by the Board Members are provided in the section titled ‘Report of Corporate Governance’, which forms part of this report.

Familiarisation Program for Independent Directors

The Directors are afforded many opportunities to familiarise themselves with the Company, its Management, and its operations during their association with the Company. The Company conducts induction and familiarisation programs for the Directors joining the Board including site visits, to familiarise them.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates terms and conditions of their engagement. The Managing Director, CEO, CFO and the Senior Management provide an overview of the operations and familiarise the Directors on matters related to the Company’s values and commitments. They are also introduced to the organisation structure, constitution, terms of reference of the Committees, board procedures, management strategies etc. Further the Directors are on a quarterly basis apprised on the powers, role and responsibilities and constitution of the Board Committees, its charter and terms of reference and changes therein, Committee meetings held during a quarter.

The Board Members are apprised by the Senior Management at quarterly Board Meetings by way of presentations which include industry outlook, competition update, company overview, operations and financial highlights, regulatory updates, presentations on internal control over financial reporting, succession planning, strategic investment, etc. which not only give an insight to the Directors on the Company and its operations but also allows them an opportunity to interact with the Senior Management. The Directors are also informed of the various developments in the Company.

The details of the familiarization programmes for Directors are available on the Company’s website, viz. https:// www.navkarcorp.com/upload data/Files/familiarization-programmes-for-independent-directors.pdf

Remuneration Policy and criteria for determining attributes, qualification, independence, and appointment of Directors

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees. In line with this requirement, the Board has adopted the Nomination and Remuneration Policy, which is reproduced in Annexure III forming part of this report.

Salient Features of this policy are as under: -

> The Philosophy for remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy.

> Independent Directors and Non-Independent NonExecutive Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013 and approved by Board of Directors. (for attending the meetings of the Board and of committees of which they may be members).

> Overall remuneration should reflect the size of the company, complexity of the sector/industry/ company’s operations and the company’s capacity to pay the remuneration.

> The Nomination and Remuneration Committee will recommend to the Board the remuneration paid for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings.

> The extent of overall remuneration to Managing Director / Executive Directors/ Key Managerial Personnel / rest of the employees should be sufficient to attract and retain talented and qualified individuals suitable for every role.

> The remuneration mix for the Managing Director / Executive Directors is as per the resolutions approved by the shareholders.

The said policy of the Company has been hosted on the website of the Company at https://navkarcorp.com/ upload data/Files/nomination-remuneration-policy.pdf

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, your Directors, based on representation from the management and after due enquiry, confirm that:

a. In the preparation of the annual accounts for the financial year ended 31^st March, 2024 the applicable accounting standards had been followed and there are no material departures therein;

b. They had in consultation with Statutory Auditors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31 ^st March, 2024 and of the profit/ loss of the Company for the financial year ended on that date;

c. They have taken 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 have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to

be followed by the Company and such internal financial controls were adequate and were operating effectively during the financial year ended March 31,2024;

f. They have devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended March 31,2024.

Board Meetings

During the period under review, 06 (Six) Board Meetings were duly convened and held. The intervening gap between the said meetings were in accordance with the provisions of Companies Act, 2013 read with relevant Rules made thereunder, Secretarial Standard-I issued by Institute of Company Secretaries of India and provisions of SEBI Listing Regulations. The dates of Board meetings and details of attendance of each director has been disclosed in the Corporate Governance Report.

Annual General Meeting

The 15^th AGM of the Company was held on Thursday, August 10, 2023, at 10:30 A.M. at Hotel The Regenza by Tunga, Plot No. 37, Sector 30-A, Vashi, Navi Mumbai -400 703.

Board Committees

The Board Committees constitution is in acquiescence of provisions of the Companies Act, 2013, read with the relevant rules made thereunder, SEBI Listing Regulations and the Articles of Association of the Company. The Board has constituted the following Committees of the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance and Operation Committee

6. Risk Management Committee

The details of all the above Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance forming part of the Annual Report.

Audit Committee

As on March 31, 2024, the Audit Committee comprised of Three Directors, of whom Two Directors, including the Chairman are Independent. All the Members of the Committee possess strong accounting and financial management knowledge.

Composition of Audit Committee

Details of the composition of the Audit Committee as on March 31,2024 is given hereunder

Sr. No.	Name	Designation	Category
1	Mr. Ashok Kumar Thakur	Non - Executive, Independent Director	Chairperson
2	Ms. Pooja Hemant Goyal	Non - Executive, Independent Director	Member
3	Mr. Nemichand Jayavantraj Mehta	Whole-Time Director	Member

18. KEY MANAGERIAL PERSONNEL

As on March 31,2024, the following persons have been designated as Key Managerial Personnel (“KMP”) of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Shantilal J Mehta	00134162	Chairman & Managing Director
2.	Mr. Nemichand J. Mehta	01131811	Whole-Time Director
3.	Mr. Dinesh Mohanlal Jain	10043560	Whole-Time Director (w.e.f. May 29, 2023)
4.	Mr. Jayesh N. Mehta	00510313	Whole-Time Director
5.	Mr. Arun Sharma	-	Chief Executive Officer
6.	Mr. Anish S. Maheshwari	-	Chief Financial Officer (upto August 17, 2023)
7.	Mr. Prasoon Singh	-	Chief Financial Officer (w.e.f. September 28, 2023)
8.	Ms. Deepa Gehani	-	Company Secretary & Compliance Officer

The Company Secretary of the Company acts as the Secretary to the Committee.

Recommendation of Audit Committee

During the period under review, there were no instances of non-acceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

Meeting of Independent Directors

The Independent Directors of the Company meet without the presence of other Directors or the Management of the Company.

The Meetings are conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company (taking into account the views of the Non-Executive Directors) and to assess the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the financial year under review, the Independent Directors met on May 29, 2023 and the Meeting was attended by all the Independent Directors of the Company

No sitting fees were paid to the Independent Directors of the Company for participating in the said meeting.

Declaration by Independent Directors

In accordance with provisions of Section 149(7) and Schedule IV of the Companies Act, 2013, and Regulation

16 of the SEBI Listing Regulations all the Independent Directors have submitted the declaration of independence respectively, confirming that they meet the criteria of independence.

Board, in terms of Regulation 25 of SEBI Listing Regulations has examined the veracity of declarations submitted by respective directors. Further, none of the Directors are debarred from holding office as Director by virtue of any order of the SEBI or any other competent authority.

The Independent Directors have complied with the Code applicable for Independent Directors as stipulated under schedule IV of the Companies Act, 2013.

Declaration from Directors and Practicing Professional

Based on the written representations pursuant to provisions of section 164 of the Companies Act, 2013, received from all the Directors of the Company, none of the directors of the Company is disqualified to act as a Director as on March 31,2024.

M/s. Mehta & Mehta, Practicing Company Secretaries, also have certified that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director of the Company by SEBI or MCA or any such statutory authority. The said certificate is attached in the Corporate Governance Report, which forms part of the Annual Report.

19. AUDITORS’ AND THEIR REPORTS Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Uttam Abuwala Ghosh & Associates (FRN 111184W) Chartered Accountants have been appointed as Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 11^th Annual General Meeting to hold office till the conclusion of the 16^th Annual General Meeting of the Company, to be held in the calendar year 2024.

M/s. Uttam Abuwala Ghosh & Associates are due to retire at the ensuing 16^th Annual General Meeting of the Company. M/s. Uttam Abuwala Ghosh & Associates have confirmed that they are eligible to be re-appointed in accordance with the provisions of the Act and Rules made thereunder. The Board of Directors, upon the recommendation of the Audit Committee, propose the reappointment of M/s. Uttam Abuwala Ghosh & Associates for a second term of five(5) years, to the shareholders for their approval. Resolution seeking your approval forms part of the Notice convening the Annual General Meeting. Further, as required under the relevant regulation of SEBI Listing Regulations the M/s. Uttam Abuwala Ghosh & Associates had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.

Unmodified Statutory Auditor Reports

The Statutory Auditors’ Reports on the Annual Audited Financial Statements for the financial year 2023-24 forms part of the Annual Report and are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

Secretarial Auditor

M/s. Mehta & Mehta, Practicing Company Secretaries, Mumbai is appointed as the Secretarial Auditor of the Company to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate Governance Certifications and other certifications as may be required under the SEBI Listing Regulations.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2024 from M/s. Mehta & Mehta in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/ CFD/CMD1/27/2019 dated 8th February, 2019. The said Report has been submitted

to the Stock Exchanges within the prescribed statutory timelines The Annual Secretarial Compliance Report in compliance with Regulation 24A of the SEBI Listing Regulations is annexed to the Report on Corporate Governance and forms part of this report.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended March 31, 2024 are unmodified i.e. they do not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended March 31, 2024 is annexed to this Boards’ Report as Annexure I and forms part of the Annual Report.

Internal Audit

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company’s processes.

The Board has appointed K.V.M.R. & Company (FRN 016531C), Chartered Accountants as the Internal Auditor of the Company. The Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Audit function develops an audit plan for the Company, which covers, inter-alia, corporate, core business operations, as well as support functions and is reviewed and approved by the Audit Committee.

The internal audit approach verifies compliance with the operational and system related procedures and controls. Significant audit observations are presented to the Audit Committee, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

Cost Audit

The provisions of Cost Audit and maintenance of cost records as specified by the Central Government under Section 148 of the Act read with the Rules framed thereunder, are not applicable to the Company and hence such accounts and records are not required to be maintained by the Company.

Reporting of frauds by Auditors

During the financial year under review, the Statutory Auditor and the Secretarial Auditor of the Company have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

Sr.No.	Name	Designation	Category
1	Ms. Pooja Hemant Goyal	Non - Executive, Independent Director	Chairperson
2	Mr. Shantilal Jayavantraj Mehta	Chairman & Managing Director	Member
3	Mr. Nemichand Jayavantraj Mehta	Whole-Time Director	Member
4	Mr. Sandeep Kumar Singh	Non - Executive, Independent Director	Member

CSR Spend

20. RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year 2023-24 with related parties were in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. All such transactions were approved by the Audit Committee and the Board, from time to time and the same are disclosed in the financial statements of your company for the year under review. The Company had obtained prior approval of the Audit Committee for all the related party transactions during the Financial Year 2023-24 as envisaged in Regulation 23(2) of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

Further, the Audit Committee had given prior omnibus approval under Regulation 23(3) of the SEBI Listing Regulations and provisions of section 177 of the Companies Act, 2013, for related party transactions that are foreseen and of repetitive nature during the period under review and the required disclosures are made to the committee on quarterly basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) read with section 134(1 )(h) and applicable rules of the Companies Act, 2013 are provided in the prescribed form AOC-2 as Annexure II which forms part of this Report.

The terms of reference of CSR committee has been disclosed in the Corporate Governance section of Board’s Report and a detailed breakup of expenditure carried out on CSR activities has been disclosed in the Corporate Social Responsibility Report attached as Annexure IV of Board’s Report.

CSR Policy

On the recommendation of the CSR Committee, the Board of Directors have adopted and formulated comprehensive Corporate Social Responsibility policy, which sets out the objective, areas, activities and the manner in which the expenditure on CSR obligation would be carried out by the Company.

The CSR Policy including a brief overview of the projects or programs approved by the Board with implementation schedule thereof is uploaded on the Company website and can be accessed through the weblink: https:// navkarcorp.com/upload data/Files/policies-csr-policy.pdf

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of the Company can be viewed on the website of the Company through the link: https:// navkarcorp.com/upload data/Files/rpt-policy.pdf

21. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company believes that as a responsible corporate citizen, it has a duty towards the society, environment, and the Country where it operates. The Company’s sense of responsibility (which goes beyond just complying with operational and business statutes) towards the community and environment, both ecological and social, in which it operates is known as corporate social responsibility.

CSR Committee

The CSR Committee of the Board is constituted in compliance with the provisions of the Act read with the applicable rules made thereunder.

The CSR Committee of the Company comprised of Four Directors as on March 31, 2024 as detailed hereunder. The Chairman of the CSR Committee is an Independent Director and the Company Secretary of the Company acts as the Secretary to the CSR Committee.

During the financial year under review, the Company has spent INR 1,35,00,000/- (Indian Rupees: One Crore Thirty-Five Lakhs Only) towards CSR activities as stipulated under Schedule VII of the Act (being more than 2% of the average net profits of the Company during the preceding three financial years). There is no unspent CSR expenditure as on March 31,2024.

Impact Assessment of CSR Projects

The Company’s average CSR obligation in the three immediately preceding financial years does not exceed INR 10 crores. Hence the Company is not required to undertake impact assessment, through an independent agency in terms of Rule 8(3)(a) of the Companies (Corporate Social Responsibility) Rules, 2014.

However, in line with the CSR Policy, the Company voluntarily conducts internal assessments to monitor and evaluate the CSR projects of the Company.

Annual Report on CSR

Annual Report on CSR for the financial year 2023-24 including the salient features of the CSR Policy adopted by the Company is annexed as Annexure IV of this report and forms part of the Annual Report.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Vigil Mechanism as envisaged in the Act, the Rules framed thereunder and the SEBI Listing Regulations, is implemented through the Company’s Whistle Blower Policy. The Whistle Blower Policy provides a mechanism for the Directors, employees and all the stakeholders of the Company to report their genuine concerns and provides adequate safeguard against victimization to those who use such mechanism.

Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct Policy, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company etc.

Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same Further, no personnel have been denied access to the Audit Committee during the financial year under review.

The details of this Policy is explained in the Corporate Governance Report and also posted on the website of the Company at: https://navkarcorp.com/upload data/Files/ vigil-mechanism-or-whistle-blower-policy.pdf

There was no instance of such reporting received during the financial year ended March 31,2024.

23. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender neutral. Internal Complaints Committee has been set across regions to redress complaints received regarding sexual harassment. During the financial year under review and pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company has

complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC”) under the POSH Act.

The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. During the Financial Year 202324, no case in the nature of sexual harassment was reported at any workplace of the Company.

24. CORPORATE GOVERNANCE

Company’s Corporate Governance Practices are a reflection of value system encompassing culture, policies, and relationships with the stakeholders. Integrity and transparency are key to Corporate Governance Practices to ensure that Company gain and retain the trust of stakeholders at all times. It is about maximizing shareholder value legally, ethically and sustainably. The Board exercises its fiduciary responsibilities in the widest sense of the term.

The Report on Corporate Governance as stipulated under Regulation 34 of SEBI Listing Regulations, is provided together with a certificate from the auditors of the company regarding compliance of conditions of corporate governance as stipulated under SEBI Listing Regulations. A certificate of the Chief Executive Officer and Chief Financial Officer of the company in terms of SEBI Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. Also a declaration signed by the Chief Executive Officer stating that members of the board and senior management personnel have affirmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance.

25. COMPLIANCE WITH SECRETARIAL STANDARD

The Company complies with all applicable mandatory secretarial standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively issued by the Institute of Company Secretaries of India.

26. ANNUAL RETURN

In accordance with provisions of Section 1 34 of the Companies Act, 2013 read with applicable rules made thereunder, the Annual Return in the prescribed format is available on the website of the Company at the link: https://www.navkarcorp.com/investor-relations#annual-report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule

8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earning & outgo is given in Annexure V forms part of this report.

28. CODE OF CONDUCT FOR DIRECTORS AND KMPs

The Board of Directors of the Company has adopted the Code of Conduct for its Directors and Senior Management Personnel of the Company in compliance with Regulation 17(5) of the SEBI Listing Regulations. For the financial year 2023-24, all Board members and Senior Management personnel of the Company have affirmed the compliance with the code as applicable to them and a declaration to this effect signed by the Chief Executive Officer and forms part of the Corporate Governance Report. The Company’s Code of Conduct for Directors and Senior Management is hosted on the website of the Company at https://navkarcorp.com/upload data/ Files/code-of-conduct.pdf. The Declaration signed by the Chief Executive Officer stating that members of the board and senior management personnel have affirmed the compliance vide Code of Conduct of the board and senior management is attached to the report on corporate governance

29. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, are provided in the Annual Report and is attached as Annexure VI and forms an integral part of this Report.

In terms of Section 136 (1) of the Act, the Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto. The said statement is also available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM.

30. BUSINESS RESPONSIBILITY REPORT

As stipulated in Regulation 34(2)(f) of the SEBI Listing Regulations, the top one thousand listed entities based on market capitalization shall report Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as may be specified by the Board. During the year under review this report is not applicable to our Company.

31. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

3. Disclosure with respect to voting rights not exercised

directly by the employees in respect of shares to which the ESOP Scheme relates.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

5. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

6. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

32. CAUTIONARY NOTE

The statement in the Directors Report and the Management Discussion and Analysis Report describing the Company’s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. These risks and uncertainties include the effect of economic and political conditions in India, volatility in interest rates, new regulations and Government policies that may impact the Company’s business as well as its ability to implement the strategy. The Company does not undertake to update these statements.

33. ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment, in particular during this year. The Directors place on record their special gratitude towards the front line employees who were working in our CFSs/ICD and in the market to ensure timely delivery of services to the clients.

Your Directors would also like to place on record the sincere appreciation for the assistance and guidance provided by the Ministry of Corporate Affairs, the Securities and Exchange Board of India, BSE Limited, the National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and the Credit Rating Agencies, Government and other regulatory Authorities, other statutory bodies, Company’s bankers, Members for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, dealers, vendors and other business partners for the excellent support received from them during the year.

On Behalf of the Board of Directors Navkar Corporation Limited

Shantilal J Mehta

Chairman and Managing Director DIN: 00134162

Place: Navi Mumbai Date: August 09, 2024

---

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the Company’s Tenth Annual Report on the business and operational performance of the Company together with the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars	FY 2017-18	FY 2016-17
Revenue from Operations	42,817.36	37,090.53
Other Income	295.27	1,312.84
Total Revenue	43,112.63	38,403.37
Less: Expenses	30,274.29	28,482.21
Profit Before Tax	12,838.34	9,921.16
Less: Tax Expenses	2,746.57	1,042.28
Profit for the Year	10,091.77	8,878.88
Other Comprehensive Income for the year (net of taxes)	12.49	(32.98)
Total Comprehensive Income for the year (Comprising Profit and other Comprehensive Income for the year)	10,104.26	8,845.90

The Company has adopted Indian Accounting Standard (referred to as ‘Ind AS’) for the financial year commencing from April 1, 2016 and accordingly, these financial results along with the comparatives have been prepared in accordance with the recognitions and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder and the other accounting principles generally accepted in India.

The financial results of your Company as on March 31, 2018, are prepared with the effect of business combination of Navkar Terminals Limited (NTL) in Navkar corporation Limited (NCL) subsequent to amalgamation of NTL into NCL. For details, kindly refer subsequent para. Therefore the figures for the year ended March 31, 2017 has been re-stated considering the effect of amalgamation.

RESULTS OF OPERATIONS

Your Company is engaged in the business of Container Freight Station (CFS) and related activities. The CFS industry in India is facing challenges by increasing share of direct port delivery (DPD) of import containers. But your Company registered a satisfactory performance during the financial year 2017-18 countering such challenges.

The Company’s Total Revenue increased to Rs. 43112.63 lakh as against Rs. 38403.37 lakh in the previous fiscal, up by 12.26% over the previous year. This revenue was driven by handling of higher TEUs and higher realizations. The Company also progressed well on multiple performance improvement initiatives, reduction in finance cost, optimization of logistics cost, and productivity. As a result, the operating EBIDTA for the year grew by 12.55% in comparison to the last year. The Company posted net profit of Rs. 10,104.26 lakh for FY 2017-18 as compared to the net profit of Rs. 8845.90 lakh for FY 2016-17.

SCHEME OF AMALGAMATION

Amalgamation of Navkar Terminals Limited (“Transferor Company”) into Navkar Corporation Limited (“Transferee Company”) and their respective shareholders

During the year under review, National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated November 16, 2017 has directed to convene a meeting of Equity Shareholders (Court Convened Meeting) on January 5, 2018 and meeting of Preference Shareholders on January 6, 2018 respectively for the purpose of taking approval of the proposed amalgamation embodied in the Scheme of Amalgamation of Navkar Terminals Limited into Navkar Corporation Limited.

The Shareholders of your Company in their meeting held on January 5, 2018 and January 6, 2018 had approved the Scheme under Sections 230 to 232 of the Companies Act, 2013.

The Scheme was sanctioned by NCLT on March 28, 2018. The certified true copy of the NCLT Order No. CSP 6 of 2018 / CSP 9 of 2018 , both, dated March 28, 2018 were filed with Registrar of Companies on May 11, 2018. Consequent upon the Scheme became effective from May 11, 2018.

With effect from the Appointed Date March 1, 2016 and upon the Scheme coming into effect, the Navkar Terminals Limited, Transferor Company stand merged with and be vested in the Navkar Corporation Limited, Transferee Company, as a going concern, and pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013, together with all the properties, assets, rights, liabilities, benefits and interest therein. Kindly refer Note 44 to the financial statements.

In terms of the scheme, upon the scheme becoming effective, Navkar Corporation Limited was to issue and allot 99,790 ( Ninety Nine Thousand Seven Hundred and Ninety), 6% Cumulative Redeemable Preference Shares of face value of Rs. 100/- each aggregating to Rs. 99,79,000/- (Rupees Ninety Nine Lakhs Seventy Nine Thousand only) on the terms and conditions as mentioned in the Scheme, to the Preference Shareholders of the Navkar Terminals Limited whose names appear in the register of members on Record Date. Accordingly, the Company has issued and allotted the said number of preference shares to the allottees in the Board meeting held on June 21, 2018.

COMPANY’S STATE OF AFFAIRS

The Company has three Container Freight Stations (CFS), two at Ajivali and one at Somathane in Panvel with aggregate installed capacity of over 5,00,000 TEUs per annum. The Company has a Private Freight Terminals (PFT) which allows the Company to load and unload cargo from container trains operating between Somathane CFS and JNPT and to transport domestic cargo to and from inland destinations on the Indian rail network. The Company has started ICD operations at Vapi in the last year with an approximate installed capacity of 5,00,000 TEUs per annum. Vapi terminal volumes are growing at the higher rate. Navkar received final approval from the Indian Railways for operating a PFT at Vapi. The approval is favourable to both the railways and Navkar as the distance between the two is around 175 km. Commencement of rail operation at Vapi is expected to further improve volumes and profitability as the company has an Inland Container Depot at Valsad (Gujarat) along the industrial belt. The management expects to handle 5,000 TEUs per month through this terminal. The ramp-up in volumes will result in significant margin expansion as it will enjoy high operating leverage. Detailed report is available under separate section Management Discussion and Analysis, forms part of this Annual Report.

DIVIDEND AND RESERVES

With a view to conserve the resources for current as well as future business requirements and expansion plans, your Board is of the view that the current year’s profit be ploughed back into the operations and hence no dividend is recommended for the financial year ended March 31, 2018.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The decision of the Board of Directors on dividend for the financial year 2017-18 is in accordance with the Company’s policy of meeting long-term growth objectives of the Company by internal cash accruals.

The details of reserves and surplus are provided in note no 17 of the notes to the financial statement.

As per the regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) requires the top 500 listed entities, based on market capitalization calculated as on 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites.

In the last year’s Annual Report, the above disclosure was absent inadvertently. The Dividend Distribution policy is annexed as Annexure - 1. However, the policy is available on Company’s website: http://www.navkarcfs.com/b7download/ policies/Dividend-Distribution-Policy.pdf.

AWARDS AND RECOGNITIONS

The Company has received the following awards and recognitions during the financial year 2017-18:

Container Freight Station of the Year award by 8th All India MALA (Maritime & Logistics Awards) in September 2017 at Mumbai.

Container Freight Station of the Year award at the 2nd Edition of India Maritime Awards in June 2017 at Mumbai.

Container Freight Station of the Year award at the 5^th Samudra Manthan Awards 2017 in December 2017 at Mumbai.

Award for Highest Import deliveries of containers from Jawaharlal Nehru Port Trust (JNPT) during the year 2017-18 at Mumbai.

SHARE CAPITAL

During the financial year, the Authorized Share Capital of the Company was increased from Rs. 160 Crore to Rs. 170 Crores vide member’s approval dt. August 24, 2017. Further in terms of the Amalgamation Scheme of wholly owned subsidiary Company Navkar Terminals Limited with your Company the Authorised Shares Capital of the Company was increased hence the present Authorized Share Capital of the Company is Rs. 2,26,00,00,000/- (Rupees Two Hundred Twenty Six Crore Only) divided into 21,50,00,000 (Twenty One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each, 50,00,000 (Fifty Lakh) 0% Cumulative Redeemable Preference Shares of Rs. 10/-(Rupees Ten Only) each and 6,00,000 (Six Lakh) 6% Cumulative Redeemable Preference Shares of Rs, 100/- (Rupees One Hundred Only) each.

The Company successfully raised Rs. 144,77,41,914/- (Rupees One Hundred Forty Four Crores Seventy Seven Lakhs Fourty One Thousand Nine Hundred Fourteen only) through Qualified Institutional Placement (QIP) in October, 2017 by issuing 79,11,158 (Seventy Nine Lakhs Eleven Thousand One Hundred Fifty Eight) Equity Shares (Face Value Rs. 10/- each) at the price of Rs. 183/- each.

As on March 31, 2018, the issued, subscribed, paid up share capital of your Company stood at Rs. 152,81,91,810/-(Rupees One Hundred Fifty Two Crore Eighty One Lakhs Ninety One Thousand Eight Hundred Ten only) comprising 15,05,19,181 (Fifteen Crores Five Lakhs Nineteen Thousand One Hundred Eighty One) Equity Shares of face value of Rs. 10/-(Rupees Ten) each and 23,00,000 (Twenty Three Lakhs) 0% cumulative Redeemable Preference Shares of face value of Rs. 10/- (Rupees Ten) each.

On June 21, 2018, Company has issued and allotted 99790 (Ninety Nine Thousand Seven Hundred Ninety) 6% Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred Only) each to existing Preference Shareholders of the amalgamated Company Navkar Terminals Limited towards consideration of aforesaid amalgamation.

Apart from the above there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of signing of this report

DETAILS OF UTILISATION OF IPO AND QIP PROCEEDS

a) IPO Proceeds

Pursuant to the Initial Public Offer made in September 2015, the Company had collected Rs. 51,000 Lakhs through fresh issue of 32,903,225 Equity Shares of the face value of Rs. 10/- each at a premium of Rs. 145/- each share. Utilization of funds so raised is as under

Statement of Utilization of funds raised through Initial Public Offering (lPO):

(Rs. In Lakh)

Particulars	Amount
Issue Proceeds	51,000.00
Less: Issue expenses (including service tax)	3,185.80
Net Proceeds from IPO	47,814.20
Less: Utilization of IPO proceeds upto December 31, 2017	47,814.20
Funds to be utilized	NIL
Additional Amount utilised out of internal accruals upto Decemer 31, 2017	520.20

Object wise details of utilization are as under: (Rs. in Lakh)

Particulars	Proposed amount as per Prospectus	Revised proposed amount	Amount utilized	Amount unutilized
	(1)	(2)	(3)	(4)=(2) - (3)
Capacity enhancement of the Somathane CFS	11,452.80	7,794.30	7,794.30	NIL
Development of the non-notified areas of CFSs (Somathane)	5,425.10	4,468.70	4,468.70	NIL
Establishment of a logistics park at Valsad (near Vapi)	31,456.50	20,764.60	20,764.60	NIL
Repayment of loan	-	15,306.80	15,306.80	NIL
Total	48,334.40	48,334.40	48,334.40	NIL

IPO of the Company was comprise of an offer for sale of 58,06,451 Equity Shares aggregating to Rs. 90 Crores by Sidhhartha Corporation Private Limited, a member of Promoter G roup.

b) Details of Utilization of QIP Proceeds

Statement of Utilization of funds raised through Qualified Institutional Placement (QIP):

Utilization of QIP Proceeds (Rs. in Lakh)

Particulars	Amount
Gross proceeds from QIP issue	14,477.42
Less: Utilization of QIP proceeds for the objects stated in the Placement Document	14,477.42
Funds unutilized	Nil

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year 2017-18, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company constantly endeavors to follow best Corporate Governance guidelines and best practices and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company’s operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. The Company has put in place an effective corporate governance system which ensures that the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly complied with.

A Certificate from Practicing Company Secretary M/s. HS Associates, Mumbai confirming compliance with the conditions of Corporate Governance stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

Your Company is committed to carry on business with ethics, transparency and accountability of all its stakeholders. The Company believes in demonstrating responsible behavior while adding value to the society and community as well as ensuring environmental well being.

Pursuant to provisions of Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company during the period under review from an environmental, social and governance perspective, has been annexed to this Report

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY

During the period under review, Navkar Terminals Limited (NTL) was a Wholly Owned Subsidiary Company of Navkar Corporation Limited (NCL). Subsequent to Amalgamation of NTL with NCL, NTL stands merged with NCL and therefore it ceases to be Wholly Owned Subsidiary of your Company. There is no other subsidiary, joint venture and associate Company of NCL.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year ended March 31, 2018, Ms. Sudha Gupta (DIN 01749008) Independent Director and Capt. Dinesh Gautama (DIN 02384688), Whole time Director & Chief Executive Officer of the Company have resigned from the Directoship of the Company w.e.f. October 6, 2017 and December 7, 2017 respectively. The Board placed on record appreciation of their valuable contribution during their tenure towards the Company. However, Capt. Dinesh Gautama continues as a Chief Executive Officer of the Company.

Ms. Pooja H. Goyal (DIN 7813296) and Mr. Sandeep Kumar Singh (DIN 02814440) were appointed as an Additional Director in the category of Non-executive- Independent Director by the Board of Directors with effect from December 14, 2017 and August 23, 2018 respectively, shall hold office upto the conclusion of ensuing Annual General Meeting (AGM) in terms of section 161 of the Companies Act, 2013. Proposals for their appointment as an Independent Directors is being placed before the members in the ensuing Annual General Meeting for their approval.

Mr. Lalit Menghnani (DIN 06614582), Independent Director has resigned from the Company w.e.f. May 25, 2018. Your Directors place on record deep appreciation of his valuable contribution to the Company during his tenure.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nemichand J Mehta, (DIN 01131811), is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Accordingly, the Board of Directors of the Company recommends his re-appointment. On his re-appointment, same terms and conditions will remain applicable as approved by share holders earlier.

The brief resume of Directors seeking appointment/reappointment and other related information has been detailed in the Notice convening the 10^th AGM.

During the year under review Mr. Hitesh Kumar Jain had resigned from the post of Company Secretary & Compliance officer of the Company with effect from December 15, 2017. Subsequent to his resignation, Ms. Deepa Gehani has been appointed as a Company Secretary & Compliance officer of the Company with effect from January 5, 2018 as per section 203 (1) of the Companies Act, 2013 and Regulation 6 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As on March 31, 2018, the following are the Key Managerial Personnel of the Company;

Mr. Shantilal J Mehta - Chairman & Managing Director

Mr. Nemichand J Mehta - Whole time Director

Capt. Dinesh Gautama - Chief Executive Officer

Mr. Anish Maheshwari - Chief Financial Officer

Ms. Deepa Gehani - Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence as enumerated under section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of the Board of Directors, Board Committees and other individual directors including Chairman, Executive, Independent Directors which include criteria for performance evaluation of Executive Directors and Non-Executive Directors. The evaluation process inter-alia considers availability and attendance, experience, effective participation, domain knowledge, compliance with code of conduct, integrity, diligence and participation, leadership, etc.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board.

The performance evaluation of the Chairman and NonIndependent Directors was carried out by Independent Directors. Details of the same are given in the report on Corporate Governance annexed hereto. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

NUMBER OF MEETINGS OF THE BOARD

Five (05) meetings of the Board of Directors were held during the financial year 2017-18. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year 2017-18, one (1) separate meeting of the Independent Directors of the Company was held on May 29, 2017 in accordance with the provisions of the Schedule IV of the Companies Act, 2013.

AUDIT COMMITTEE

Composition of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. As on March 31, 2018, the Composition of the committee is as under:

Mr. Ashok Kumar Thakur - Chairman (Independent Director)

Ms. Pooja H. Goyal - Member (Independent Director)

Mr. Nemichand J. Mehta - Member (Whole time Director)

During the period under review, there were no instances of non acceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND AUDIT

As per section 134(5)(e) of the Companies Act, 2013, your Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of internal financial controls. This provides the Directors with reasonable assurances regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. Your Company has adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and such internal financial controls over financial reporting are operating effectively based on the criteria established by the Company considering the essential components of internal control.

Further, the Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. Proper policies and procedures are in place to ensure orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company has an internal audit function that inculcates the best standards and policies. The Company has a strong internal audit department reporting to the Audit Committee. Internal Audit team has access of all the information. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

RISK MANAGEMENT POLICY

The Company recognizes that existing and emerging risks should be mitigated to:

a. To protect the interest of shareholders and other stakeholders interest

b. Achieve its business objective

c. Enable sustainable growth

Your Company has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. These self-regulatory processes and procedures are contained in our Risk Management Policy.

Under the guidance of the Board of Directors of the Company, Key Managerial Personnel and Senior Employees who are conversant with risk management systems and procedures have been entrusted with the risk management of the Company in accordance with the formulated policy. The Audit Committee has additional oversight in the area of financial risks and controls. All risks are systematically addressed through mitigating actions on a continuing basis.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. No complaints pertaining to Sexual Harassment has been received during the FY 2017-18.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per provisions of Section 177 of the Companies Act, 2013 and applicable Rules framed thereunder, the Company has established a vigil mechanism in form of Whistle Blower Policy for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy, details of which are provided in the Corporate Governance Report, which forms part of the Annual Report. The policy has been placed on the website of the Company.

The Policy provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. During the FY 2017-18, the Company has not received any complaints through vigil mechanism.

The Whistle Blower Policy is available on the companies website at the link i.e. http://www.navkarcfs.com/b/download/policies/ vigil-mechanism-or-whistle-blower-policy.pdf

NOMINATION AND REMUNERATION POLICY

The current policy is to have an appropriate proportion of Executive and Independent directors to maintain the independence on the Board and separate its functions of governance and management.

The Company has framed Nomination and Remuneration Policy. Silent features of such policy are outlined in Annexure - 2 of this Report.

The Nomination and Remuneration policy is available on the Company’s website at the link i.e. http://www.navkarcfs.c0m/b/ download/policies/nomination-&-remuneration-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

As required under the provisions of the Section 135 of the Companies Act, 2013, the Board has constituted the Corporate Social Responsibility Committee which monitors and oversees various CSR initiatives and activities of the Company. The Committee comprises three directors with Non-Executive-Independent Director as its Chairperson. Further details such as composition, terms, functions, meetings and attendance of directors of the said committee are provided in the Corporate Governance Report forming part of this Annual Report.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 3 and forms an integral part of this Report. Policy on Corporate Social Responsibility is available on the Company’s website at the link http://www.navkarcfs.com/b/download/ policies/CSR-Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year 2017-18 were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

All related party transactions pre-cleared by the Audit Committee and these are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for annual transactions which are of recurring nature. A statement containing details of all transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) read with section 134(1 )(h) and applicable rules of the Companies Act, 2013 are provided in the prescribed form AOC-2 as Annexure - 4 which forms part of this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of the Company can be viewed on the website of the Company through the link: http://navkarcfs.com/b/download/ policies/RPT-Policy.pdf

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Statutory Auditors, M/s. S. K. Patodia & Associates, Chartered Accountants (Firm Registration No.: 112723W), Mumbai, had been appointed as Statutory Auditors in the Sixth Annual General Meeting (AGM) of the Company held on September 11, 2014 to hold office from the conclusion of the Sixth AGM till the conclusion of Eleventh AGM to be held in the financial year 2018 - 2019 (subject to ratification by members at every AGM).

According to the Companies (Amendment) Act, 2017 notified by the Ministry of Corporate Affairs on May 07, 2018, the requirement of ratification of Statutory Auditors by the members of the company at every Annual General Meeting has been done away with. Therefore, no resolution has been proposed for their ratification at the ensuing AGM. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors’ Report are self explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

Pursuant to section 204 of the Companies Act, 2013, the Board had appointed M/s. HS Associates, a Firm of Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2017 -18. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - 5 with this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Standards

During the period under review, the Company has complied with the all applicable Secretarial Standards i.e. SS - 1 and SS - 2 relating to meetings of Board of Directors and General Meetings respectively issued by the Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT 9, as provided under Section 92 of the Companies Act, 2013, is annexed as Annexure - 6 and forms an integral part of this Report. The Company has placed a copy of such form on it’s website that can be viewed by following the link: http://www.navkarcfs.com/b/ download/documents/annualreturn.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earning & outgo is given in Annexure -7 forms part of this report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed as Annexure - 8 to this Report.

ENVIRONMENT AND SAFETY

Your Company is committed to make surrounding atmosphere at it’s all CFS and ICD full of fresh air and greenery. In its efforts, huge number of trees has been planted at CFS and ICD year on year.

The Company pay special attention to the safety and smooth flow of the containers. To ensure this, our processes are designed such that they come built-in with safety features. Right from installing a revolutionary technology, like RFID-based container tracking to basking in the goodwill with shipping lines, importers and exporters, freight forwarders and custom house agents. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. Audit of safety measures taken by the Company is being carried out at regular interval.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources are important assets of Navkar. Your Company has adopted employee friendly HR processes that held to grow and offer them personal developmental opportunities. The Company’s HR policies encourage talent acquisition and retention process, ensure transparency, and facilitate development, building trust and encourage and support performance oriented environment. Providing equal opportunities to all employees and ensuring diversity by creating level playing field for under privileged segments of the society through positive actions are the ethos of team building process at Navkar. Your Company has such policies in place to prevent discrimination, sexual harassment and encourage talent.

GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year 2017-18:

- Deposits covered under Chapter V of the Companies Act, 2013.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- The Company does not have any Employees’ Stock Option Scheme.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its Subsidiary Company.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENT

Your Directors takes this opportunity to express their appreciation for the cooperation and assistance received from the Government of India, Government Authorities Banks, Customers and Shareholders during the period under review. Your Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

On behalf of the Board of Directors

Shantilal J. Mehta

Chairman & Managing Director

Navi Mumbai DIN: 00134162

August 23, 2018

---

Mar 31, 2017

Dear Members,

The Directors of the Company are pleased to present the Ninth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Revenue from Operations	35,516.08	34,725.73	37,090.53	34,725.73
Other Income	2,363.49	3,233.62	1,312.84	2,318.46
Total Revenue	37,879.57	37,959.35	38,403.37	37,044.19
Less: Expenses	26,945.30	26,698.24	28,482.22	26,728.86
Profit Before Tax	10,934.27	11,261.11	9,921.15	10,315.33
Less: Tax Expenses	1,313.58	1,770.97	1,361.14	1,762.73
Profit for the Year	9,620.69	9,490.14	8,560.01	8,552.60
Other Comprehensive Income for the year (net of taxes)	(33.19)	(8.57)	(32.98)	(8.57)
Total Comprehensive Income for the year	9,587.50	9,481.57	8,527.03	8,544.03

As mandated by the Ministry of Corporate Affairs, the Company has adopted the Ind-AS for the Financial Year commencing from April 1, 2016. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2017.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

During the financial year 2016-17, the overall performance of the Company was satisfactory. At Standalone level, the Company’s Total Revenue stood at Rs.37,879.57 lakh as against Rs.37,959.35 lakh in the previous fiscal, Revenue from Operations stood at Rs.35,516.08 lakh as against Rs.34,725.73 lakh during the previous fiscal and Profit After Tax stood at Rs.9,620.69 lakh as against Rs.9,490.14 lakh in previous year.

At Consolidated level, the Company’s Total Revenue stood at Rs.38,403.37 lakh as against Rs.37,044.19 lakh in the previous fiscal, Revenue from Operations stood at Rs.37,090.53 lakh as against Rs.34,725.73 lakh during the previous fiscal and Profit After Tax stood at Rs.8,560.01 lakh as against Rs.8,552.60 lakh in previous year.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

AWARDS AND RECOGNITIONS

The Company has received the following awards and recognitions:

- Container Freight Station Operator of the Year award by India Maritime Award in June 2016.

- Container Freight Station Operator of the Year (Specific) award at the 7th Maritime And Logistics Awards (MALA) in September 2016.

- Container Freight Station of the Year award at Samudra Manthan Awards in December 2016.

- ICC Supply Chain & Logistics Excellence Award 2016 in the category of Container Freight Services in February 2017.

Capt. Dinesh Gautama, Whole-time Director and Chief Executive Officer of the Company, has received Mentor of the Year (Shipping) 2016 award at Samudra Manthan Awards in December 2016.

DIVIDEND AND RESERVES

In order to conserve the resources for the ongoing projects of the Company as well as the Wholly Owned Subsidiary of the Company, the Board of Directors do not recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2017.

As per the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The decision of the Board of Directors on dividend for the financial year 2016-17 is in accordance with the Company’s policy of meeting long-term growth objectives of the Company by internal cash accruals.

The details of reserves and surplus are provided in note no.22 of the notes to the financial statement.

SHARE CAPITAL

During the financial year 2016-17, there is no change in the Share Capital of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year 2016-17, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is strictly complying with the Corporate Governance practices as envisaged in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on corporate governance together with requisite certificate from M/s. HS Associates, Practicing Company Secretaries, Mumbai confirming compliance with the conditions of corporate governance forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, stipulates for the Business Responsibility Report describing the initiatives taken by the companies from an environmental, social and governance perspective. The provisions have been made applicable to Top 500 listed companies in terms of market capitalization as at March 31. As on March 31, 2017, the Company stands among Top 500 listed companies in terms of market capitalization. The Company has adopted the Principles to assess compliance with Environmental, Social and Governance Norms and accordingly the Business Responsibility Report for the financial year 201617 is presented in a separate section forming part of the Annual Report. The detailed Business Responsibility Report is available on the Company’s website at the link http://www.navkarcfs. com/a/investor-relations.php.

SUBSIDIARY COMPANY

The Company has only one subsidiary, namely Navkar Terminals Limited (NTL). During the financial year 2016-17, NTL has started commercial operations. During the financial year 201617, NTL’s Total Revenue stood at Rs.1,623.15 lakh, Revenue from Operations stood at Rs.1,574.45 lakh and Profit After Tax stood at Rs.38.67 lakh.

The Board of Directors of the Company in its meeting held on March 30, 2017, has approved amalgamation of NTL into the Company. The Company has made applications to BSE Limited and National Stock Exchange of India Limited for obtaining Observation Letters from the Exchanges and the same are awaited.

A Statement containing the salient features of the financial statement including the performance and financial position of the Subsidiaries/Joint Ventures/Associates pursuant to the provisions of the Companies Act, 2013, is given in the prescribed Form AOC -1 as Annexure - 1 which forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Companies Act, 2013, the audited consolidated financial statement is provided in the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Capt. Dinesh Gautama, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. On re-appointment, Capt. Dinesh Gautama shall continue as Whole-time Director and Chief Executive Officer of the Company on terms and conditions of his appointment as approved by the members and the Board of Directors.

Mr. R. C. Purohit, an Independent Director of the Company, passed away on November 30, 2016. Mr. Ashok Kumar Thakur was appointed as an Additional Director (Non-executive, Independent) of the Company by the Board of Directors of the Company with effect from January 25, 2017 and he shall hold office upto the date of ensuing Annual General Meeting. In compliance of Section 149, read with Schedule IV of the Companies Act, 2013, the appointment of Mr. Ashok Kumar Thakur as Independent Director is being placed before the members in the Annual General Meeting for approval of the Members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect his status as Independent Director.

The present term of Mr. Shantilal Mehta, Chairman and Managing Director of the Company is expiring on September 30, 2017. The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, in its meeting held on May 29, 2017, subject to approval of the Members, has reappointed Mr. Shantilal Mehta as Chairman and Managing Director of the Company for a period of three years with effect from October 1, 2017. Accordingly the reappointment of Mr. Shantilal Mehta, as Chairman and Managing Director is being placed before the members in the Annual General Meeting for approval of the members.

As on March 31, 2017, the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013 are Mr. Shantilal Mehta, Chairman and Managing Director, Mr. Nemichand Mehta, Whole-time Director, Capt. Dinesh Gautama, Whole-time Director and Chief Executive Officer, Mr. Anish Maheshwari, Chief Financial Officer and Mr. Hitesh Kumar Jain, Company Secretary and Compliance Officer. Ms. Ekta Chuglani ceased to be Company Secretary of the Company with effect from November 25, 2016.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of the Board of Directors, Board Committees and Directors including Chairman, Executive Directors, Non-executive Directors and Independent Directors. The evaluation process inter-alia considers availability and attendance, experience, effective participation, domain knowledge, compliance with code of conduct, integrity, diligence and participation, leadership, etc.

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance including the procedure prescribed under SEBI Circular dated January 05, 2017 on Guidance Note on Board Evaluation.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

The performance evaluation of the Chairman and Non Independent Directors was carried out by Independent Directors. The reports on performance evaluation of the Individual Directors were reviewed by the Nomination and Remuneration Committee and the Chairman of the Board held discussions with each Board member and provided feedback to them on the evaluation outcome. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BAORD

Five meetings of the Board of Directors were held during the financial year 2016-17. The details of the number of meetings held and attended by each Director are provided in the Corporate Governance Report, which forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the relevant committees of the Board, including the Audit Committee, the Board of Directors of the Company is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016-17.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management Policy that outlines the framework and procedures to assess and mitigate the impact of risks.

Under the guidance of the Board of Directors of the Company, Key Managerial Personnel and senior employees who are conversant with risk management systems and procedures have been entrusted with the risk management of the Company in accordance with the formulated policy. The Audit Committee has additional oversight in the area of financial risks and controls. All risks are systematically addressed through mitigating actions on a continuing basis.

AUDIT COMMITTEE RECOMMENDATIONS

During the financial year 2016-17, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Section 177 of the Companies Act, 2013, the Company has adopted the Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issues which is perceived to be in violation of or in conflict with the fundamental business principals of the Company.

The employees are free to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or corporate governance policy or any improper activity to the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. The policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/ accounting, etc. received from the employees under this policy.

During the financial year 2016-17, the Company has not received any complaint through Vigil Mechanism. The Whistle Blower Policy is available on the Company’s website at the link http:// www.navkarcfs.com/a/investor-relations.php.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee formulated Nomination and Remuneration Policy for determining the criteria for determining qualifications, positive attributes and independence of a director and also criteria for determining the remuneration of directors, key managerial personnel and other employees. The policy is available on the Company’s website at the link http://www. navkarcfs.com/a/investor-relations.php.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) activities of the Company are guided by its CSR Policy, which is framed in accordance of applicable provisions of the Companies Act, 2013 by the Board of Directors of the Company.

The Company undertakes its CSR activities through Navkar Charitable Trust which is currently executing various projects on eradication of hunger, maintenance of homes for aged and orphans, promoting healthcare, education and animal welfare. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 2 and forms an integral part of this Report. Policy on Corporate Social Responsibility is available on the Company’s website at the link http://www.navkarcfs.com/a/ investor-relations.php.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company’s website at the link http://www. navkarcfs.com/a/investor-relations.php.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board of Directors for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 is provided in the prescribed form AOC-2 as Annexure - 3 which forms part of this Report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Statutory Auditors, M/s S. K. Patodia & Associates, Chartered Accountants (Firm Registration No.: 112723W), Mumbai, were appointed in the Sixth Annual General Meeting held on 11th September, 2014 to hold office from the conclusion of the Sixth Annual General Meeting till the conclusion of Eleventh Annual General Meeting to be held in the year 2019. The Company has received letter from the Statutory Auditors to the effect that the ratification of appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors’ Report are self explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

The Board has appointed M/s. HS Associates, Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2016 -17. The Secretarial Audit Report is annexed as Annexure - 4 with this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT 9, as provided under Section 92 of the Companies Act, 2013, is annexed as Annexure - 5 and forms an integral part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The Company continuously strives to conserve and optimise energy, adopt environment friendly practices and employ technology for more efficient operations. Adequate measures have been implemented to conserve energy with the focus on uses of the conventional and exploring other sources of energy.

Technology Absorption:

The Company sincerely believes in utilizing technology to improve productivity, efficiency and quality of its business operations and working environment. The Company is incurring major capital expenditure for installing Rubber Tyred Gantry (RTG) Cranes, development of software’s and networking setup for CFS Operations.

PARTICULARS OF EMPLOYEES

The statements containing particulars of employees as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - 6 and forms part of this Report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of its business. The Company has a structured induction process at all locations and development programs to upgrade skills of managers.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a critical pillar to support the organization’s growth and its sustainability in the long run.

OTHER DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year 2016-17:

- Deposits covered under Chapter V of the Companies Act, 2013.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- The Company does not have any Employees’ Stock Option Scheme.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its Subsidiary Company.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENT

The Board of Directors of the Company expresses its sincere appreciation for the continuous assistance and co-operation received from the Banks, Government Authorities, Customers and Shareholders. The Directors also wish to place on record their appreciation for the committed services by the Company’s employees at all levels.

On behalf of the Board of Directors

Shantilal Mehta

Chairman and Managing Director

Navi Mumbai, May 29, 2017 DIN: 00134162

---

Mar 31, 2016

Dear Members,

The Directors of the Company are pleased to present the Eighth Annual Report of the Company together with the audited financial statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the year ended March 31, 2016 is summarized below:

(Rs. in Crore)

Particulars	2015-16	2014-15
Revenue from Operations	347.26	328.75
Other Income	31.36	3.26
Total Revenue	378.62	332.01
Less: Expenses	255.94	250.64
Profit Before Tax	122.68	81.37
Less: Tax Expenses	19.19	11.70
Profit After Tax	103.49	69.67

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the financial year 2015-16, the Company''s total revenues increased by 14.04% to Rs. 378.62 Crore, as against Rs. 332.01 Crore in the previous fiscal, primarily due to increase in revenue from operations and other income. During the financial year 2015-16, the Company''s Profit After Tax increased by 48.54% to Rs. 103.49 Crore, as against Rs. 69.67 Crore in previous year, primarily due to operational efficiency and increase in other income.

During the financial year 2015-16, revenue from operations increased by 5.63% to Rs. 347.26 Crore, as against Rs. 328.75 Crore for the financial year 2014-15, primarily on account of increase of 10.89% in revenues from Cargo Handling Services which constituted 75.68% of total revenue from operations for the financial year 2015-16.

During the financial year 2015-16, Other Income was Rs. 31.36 Crore, as against Rs. 3.26 Crore for the financial year 2014-15. The increase in Other Income is primarily on account of increase in Interest Income, Profit on sales of Current Investments and Reversal of provision for diminution in value of Investment.

No material changes and commitments have occurred after the close of the financial year 2015-16 till the date of this Report, which affect the financial position of the Company.

PERFORMANCE DURING THE FIRST QUARTER ENDED JUNE 30, 2016

The Board of Directors approved the Company''s Unaudited Financial Results (Standalone and Consolidated), based on the Indian Accounting Standards (Ind-AS), for the quarter ended June 30, 2016 which are as under:

(Rs. in Crore)

Particulars	Standalone	Consolidated
Revenue from operations	89.60	90.21
PBT from ordinary activities	29.40	26.24
Other Comprehensive Income (net of Income tax)	0.06	0.06
Net Profit	26.31	23.56

The Unaudited Financial Results for the first quarter are available on the Company''s website at the link: http://www.navkarcfs. com/a/investor-relations.php.

AWARDS AND RECOGNITIONS

The Company has received the following awards and recognitions:

Container Freight Station Operator of the Year award at the 6th Maritime And Logistics Award (MALA) in September, 2015.

Container Freight Station of the Year award at the Samudra Manthan Award in November, 2015.

ICC Supply Chain & Logistics Excellence Award 2016 in the category of Container Freight Services in March, 2016.

Container Freight Station Operator of the Year award by India Maritime Award in June, 2016.

DIVIDEND AND RESERVES

In order to conserve the resources for the ongoing projects of the Company as well as the Wholly Owned Subsidiary of the Company and the capital requirement for ongoing business expansion, the Board of Directors do not recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2016.

As per the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The decision of the Board of Directors on dividend for the financial year 2015-16 is in accordance with the Company''s policy of meeting long-term growth objectives of the Company by internal cash accruals.

The details of reserves and surplus are provided in note no.4 of the notes to the financial statement.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year 2015-16, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

SHARE CAPITAL

During the financial year 2015-16, the Company completed its Initial Public Offering pursuant to which 3,29,03,225 equity shares of the Company of Rs. 10 each were allotted at a price of Rs. 155 per equity share. The equity shares of the Company were listed on BSE Limited and The National Stock Exchange of India Limited on September 9, 2015.

STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC OFFERING (IPO)

As on March 31 2016, utilization of funds raised through IPO of equity shares is as follows:

Rs. In Crore

Particulars	Amount
Issue Proceeds from fresh issue of 3,29,03,225 equity shares	510.00
Less: Issue expenses (including service tax)	31.86
Net Proceeds from IPO	478.14
Less: Utilization of IPO proceeds up to March 31, 2016	197.76
Funds to be Utilized (remain invested in bank current account and deposits)	280.38

Object wise details of utilization are as under:

Rs. In Crore

Particulars	Proposed amount as per prospectus	Revised proposed amount	Amount utilized uto March 31,2016	Amount unutilized as on March 31, 2016
Capacity enhancement of the Soma thane CFS	114.53	79.89	36.21	43.68
Development of the non-notified areas of CFSs	54.25	46.93	19.20	27.73
Establishment of a logistics park at Valsad (near Vapi)	314.56	269.26	67.83	201.43
Repayment of loan	-	87.27	74.53	12.74
Total	483.34	483.35	197.77	285.58

The amount pending utilization is kept in Fixed Deposits with Banks and Monitoring Current Account with HDFC Bank Limited as under:

Rs. In Crore

Particulars	Amount
Investments in Fixed Deposits with Banks	279.53
In Monitoring Current Account with HDFC	0.85
Bank Limited
Total	280.38

SUBSIDIARY COMPANY

The Company has only one subsidiary, namely Navkar Terminals Limited (NTL).

During the financial year 2015-16, NTL has made significant progress in its project of developing an Inland Container Depot (ICD) adjacent to the proposed logistics park of the Company at Umergaon, Valsad district (near Vapi), Gujarat.

The Customs Authorities vide Public Notice No. 03/2016, dated March 14, 2016 have notified the ICD and allocated Location Code IN SAJ6 to the ICD. The Customs Authorities have notified March 15, 2016 as the date of commencement of operation of the ICD.

NTL vide an agreement entered with Kribhco Infrastructure Limited (KRIL), has received contract for operation and management of part of the KRIL''s Container Freight Station (CFS)/ICD and for handling of Container Trains at Hazira Terminal, Gujarat.

A Statement containing the salient features of the financial statements including the performance and financial position of the Subsidiaries/Joint Ventures/Associates pursuant to the provisions of the Companies Act, 2013, is given in the prescribed Form AOC -1 as Annexure - 1 which forms part of this Report.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129 of the Companies Act, 2013 and Accounting Standard (AS) - 21, the audited consolidated financial statements is provided in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the relevant committees of the Board, including the Audit Committee, the Board of Directors of the Company is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

CORPORATE GOVERNANCE REPORT

The Company is strictly complying with the Corporate Governance practices as envisaged in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on corporate governance together with requisite certificate from M/s. HS Associates, Practicing Company Secretaries, Mumbai confirming compliance with the conditions of corporate governance forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, stipulates for the Business Responsibility Report describing the initiatives taken by the companies from an environmental, social and governance perspective. The provisions have been made applicable to Top 500 listed companies in terms of market capitalization as at March 31. During the financial year 2015-16, the Company completed its Initial Public Offering. The equity shares of the Company were listed on BSE Limited and The National Stock Exchange of India Limited on September 9, 2015. As on March 31, 2016, the Company stands among Top 500 listed companies in terms of market capitalization. The Company has adopted the Principles to assess compliance with Environmental, Social and Governance Norms and accordingly the Business Responsibility Report for the year 2015-16 is attached as part of Annual Report and is also available on the Company''s website at the link http:// www.navkarcfs.com/a/investor-relations.php.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management Policy that outlines the framework and procedures to assess and mitigate the impact of risks.

Under the guidance of the Board of Directors of the Company, Key Managerial Personnel and senior employees who are conversant with risk management systems and procedures have been entrusted with the risk management of the Company in accordance with the formulated policy. The Audit Committee has additional oversight in the area of financial risks and controls. All risks are systematically addressed through mitigating actions on a continuing basis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shantilal Jayavantraj Mehta retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The Board of Directors of the Company commends his re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mrs. Sudha Gupta, Mr. Lalit Menghnani and Mr. Rameshchandra Purohit were appointed as Independent Directors at the General Meeting of the Company held on September 30, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director.

Mr. Jayesh Nemichand Mehta has ceased to be Whole-time Director of the Company with effect from September 1, 2016.

As on March 31, 2016, the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013 are

Mr. Nemichand Jayavantraj Mehta, Chief Executive Officer, Mr. Anish Maheshwari, Chief Financial Officer and Ms. Ekta Chuglani, Company Secretary. There has been no change in the Key Managerial Personnel during the financial year 2015

16. Mr. Nemichand Jayavantraj Mehta ceased to be Chief Executive Officer with effect from September 1, 2016. The Board of Directors has appointed Capt. Dinesh Gautama, Whole-time Director as Chief Executive Officer of the Company with effect from September 1, 2016 and designated him as Whole-time Director and Chief Executive Officer.

The Company has devised a Policy for performance evaluation of the Board of Directors, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter-alia considers attendance of Directors at Board of Directors and Committee meetings, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The performance evaluation of the Chairman and Non Independent Directors was carried out by Independent Directors. The reports on performance evaluation of the Individual Directors were reviewed by the Nomination and Remuneration Committee and the Chairman of the Board held discussions with each Board member and provided feedback to them on the evaluation outcome.

The summary of the Policy for selection of Directors and determining Directors independence; and Remuneration Policy for Directors and Key Managerial Personnel are provided in the Corporate Governance Section which forms part of this Report and detailed policies are available on the Company''s website at the link http://www.navkarcfs.com/a/investor-relations.php.

BOARD MEETING

Fifteen meetings of the Board of Directors were held during the financial year 2015-16. The details of the number of meeting held and attendance of each Director are provided in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

As on March 31, 2016, the Audit Committee comprises Ms. Sudha Gupta (Chairperson), Mr. Rameshchandra Meghraj Purohit (Member) and Mr. Jayesh Nemichand Mehta (Member). During the financial year 2015-16, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Section 177 of the Companies Act, 2013, the Company has adopted the Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issues which is perceived to be in violation of or in conflict with the fundamental business principals of the Company.

The employees are free to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or corporate governance policy or any improper activity to the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. The policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/ accounting, etc. received from the employees under this policy.

During the financial year 2015-16, the Company has not received any complaint through Vigil Mechanism. The Whistle Blower Policy is available on the Company''s website at the link http:// www.navkarcfs.com/a/investor-relations.php.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee formulated Nomination and Remuneration Policy for determining the criteria for determining qualifications, positive attributes and independence of a director and also criteria for determining the remuneration of directors, key managerial personnel and other employees. The policy is available on the Company''s website at the link http://www. navkarcfs.com/a/investor-relations.php.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on March 31, 2016, the Corporate Social Responsibility Committee comprises Ms. Sudha Gupta (Chairperson), Mr. Shantilal Jayavantraj Mehta (Member) and Mr. Jayesh Nemichand Mehta (Member).

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) activities of the Company are guided by its CSR Policy, which is framed and approved by the Board of Directors of the Company.

The Company undertakes its CSR activities through Navkar Charitable Trust. Some of the objects of the Navkar Charitable Trust include eradication of hunger, maintenance of homes for aged and orphans, promoting healthcare, education and animal welfare. The Company contributes to the corpus of Navkar Charitable Trust towards the above activities.

The statutory disclosure with respect to CSR activities forms part of this Annual Report and is annexed with this Report as Annexure - 2. Policy on Corporate Social Responsibility is available on the Company''s website at the link http://www. navkarcfs.com/a/investor-relations.php.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipients are provided in the standalone financial statement (Please refer to Notes 14, 15, 17, 21, 32 and 41 to the standalone financial statement).

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company''s website at the link http://www. navkarcfs.com/a/investor-relations.php.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board of Directors for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 is provided in the prescribed form AOC-2 as Annexure - 3 which forms part of this Report.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

The Statutory Auditors, M/s. S. K. Patodia & Associates, Chartered Accountants (Firm Registration No.: 112723W), Mumbai, were appointed in the Sixth Annual General Meeting held on 11th September, 2014 to hold office from the conclusion of the Sixth Annual General Meeting till the conclusion of Eleventh Annual General Meeting to be held in the year 2019. The Company has received letter from the Statutory Auditors to the effect that the ratification of appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Notes on financial statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

The Board has appointed M/s. H S Associates, Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report is annexed as Annexure - 4 with this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT 9 is annexed as Annexure - 5 with this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

The Company continuously strives to conserve and optimize energy, adopt environment friendly practices and employ technology for more efficient operations. Adequate measures have been implemented to conserve energy with the focus on uses of the conventional and exploring other sources of energy.

Technology Absorption:

The Company sincerely believes in utilizing technology to improve productivity, efficiency and quality of its business operations and working environment. The Company is incurring major capital expenditure for installing Rubber Tyred Gantry (RTG) Cranes, development of software''s and networking setup for CFS Operations.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Rs. 2,90,39,830/-

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required pursuant to Section 197 of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable since none of the employees are in receipt of remuneration in excess of the limits set out in the said rules.

Disclosures relating to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure - 6 which forms part of this Report.

OTHER DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year 2015-16:

- Deposits covered under Chapter V of the Companies Act, 2013.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- The Company does not have any Employees'' Stock Option Scheme.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its Subsidiary Company.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEMENT

The Board of Directors of the Company expresses its sincere appreciation for the continuous assistance and co-operation received from the Banks, Government Authorities, Customers and Shareholders. The Directors also wish to place on record their appreciation for the committed services by the Company''s employees.

On behalf of the Board of Directors

Date : September 1, 2016 Shantilal J Mehta

Place : Mumbai Chairman and Managing Director

---

Mar 31, 2015

The Directors are pleased to present the Seventh Annual Report of the Company together with the audited financial statements of your Company for the financial year ended March 31, 2015.

1. financial Highlights (Standalone) (in)

for the year For the Year particulars Ended March Ended March 31, 2015 31, 2014

Revenue from Operations 3,287,542,893 3,493,500,801

Other Income 32,607,216 208,361,074

Total Revenue 3,320,150,109 3,701,861,875

Less: Expenses 2,506,378,515 2,710,465,657

Profit Before Tax 813,771,594 991,396,218

Less: Tax Expenses 117,087,716 85,891,816

Profit After Tax 696,683,878 905,504,402

2. Operations/State of the Company's affairs

During the financial year 2014-15, your Company performed creditably in a challenging macroeconomic environment. During the year, the cargo handling services volumes increased from 244,128 TEUs for the financial year 2013-14 to 268,836 TEUs for the financial year 2014-15.

The total revenue of the Company decreased by 10.3% from Rs. 370.19 crore for the financial year 2013-14 to Rs. 332.02 crore for the financial year 2014-15, primarily due to a decrease in revenue from operations and due to a decrease in other income.

The revenue from operations decreased by 5.9% from Rs. 349.35 crore for the financial year 2013-14 to Rs. 328.76 crore for the financial year 2014-15, primarily since the Company discontinued business of the sale of agro products with effect from April 1, 2014, which accounted for Rs. 60.51 crore of revenue from operations for the financial year 2013-14. The decrease in the revenue from operations was partially offset by an increase of 11.2% in revenues from the cargo handling services to Rs. 236.99 crore for the financial year 2014-15 from Rs. 213.16 crore for the financial year 2013-14 and an increase of 19.7% in the revenues from the cargo storage services to Rs. 86.00 crore for the financial year 2014-15 from Rs. 71.83 crore for the financial year 2013-14.

Other income decreased by 84.4% from Rs. 20.84 crore for the financial year 2013-14 to Rs. 3.26 crore for the financial year 2014-15, primarily due to a decrease in foreign exchange gains from Rs. 16.98 crore for the financial year 2013-14 to Nil for the financial year 2014-15. This decrease was primarily due to foreign exchange fluctuations.

3. dividend and Reserves

In order to conserve the resources, your Directors do not recommend any dividend for the year ended March 31, 2015. The details of reserves and surplus are provided in note no. 4 of the notes to the financial statements.

4. Share Capital

During the year under review, the authorized share capital of the Company was increased from Rs. 25.91 crore to Rs. 160 crore.

Further the Company has issued bonus shares to the existing equity shareholders of the Company in proportion of Five (5) equity shares for every One (1) equity share held and the paid up share capital of the Company was increased from Rs. 20.58 crore to Rs. 112 crore on March 3, 2015.

5. Subsidiary Company

During the year under review, the Company has one subsidiary, namely Navkar Terminals Limited.

Navkar Terminals Limited is in the process of developing an ICD adjacent to the proposed logistics park of the Company at Umergaon, Valsad district (near Vapi), Gujarat.

6. Consolidated financial Statements

Pursuant to Section 129 of the Companies Act, 2013, and Accounting Standard AS 21, the Company has prepared consolidated accounts with that of its subsidiary, which also form part of this Annual Report.

7. public deposits

During the year under review, your Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

8. particulars of Loans, guarantees or investment by the Company

Details of Loans made, Guarantees given and Investments made by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes (note no.14,15 and 37) to the Financial Statements.

9. particulars of contracts or arrangements with related parties.

Details of contracts or arrangements entered into with the related parties as per the provisions of Section 188 of the Companies Act, 2013 are disclosed in form No. AOC - 2 annexed with the Board Report as Annexure - 1.

10. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

There has been no significant and material orders that has been passed by the Regulators or Courts or Tribunals that has impacted the Going Concern Status and Company's Operations in future.

12. Statutory auditors

The Statutory Auditors, M/s S.K. Patodia & Associates, Chartered Accountants (Firm Registration No.: 112723W), Mumbai, who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company.

13. auditors' Report

The report of the Auditor's on the accounts of the Company does not contain any observations/remarks or qualifications and the same does not calls for any clarifications or explanations to be given in the Directors' Report.

14. Secretarial audit Report

Pursuant to provisions of Section 204 of the Companies Act,

2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s HS Associates, Practicing Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-2".

With reference to the observations of the Secretarial Auditor, the Company has appointed Company Secretary and Internal Auditor during the year. The observation of the Secretarial Auditor on related party guarantee is self explanatory. Hence for brevity no repetition is made here.

15. Corporate governance Report

A report on corporate governance together with the Secretarial Auditor's Certificate on compliance with the conditions of corporate governance, forms the part of this Annual Report.

16. Extract of annual return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-3".

17. Directors and Key Managerial personnel

Capt. Dinesh Gautama was appointed as an additional Director of the Company with effect from December 08, 2014 and Mrs. Shailaja N Mehta has resigned from the Directorship with effect from December 08, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Mr. Nemichand J Mehta ceased to be the Managing Director of the Company with effect from September 04, 2014 and was appointed as the Chief Executive Officer of the Company with effect from the same date.

The Board of Directors had designated Mr. Shantilal J Mehta as Chairman and Managing Director of the Company with effect from September 12, 2014 for further period of 3 years and re-appointed Mr. Jayesh N Mehta as Whole-time Director of the Company for further period of 3 years with effect from September 12, 2014.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Jayesh N Mehta retires by rotation and being eligible for re-appointment, offers his candidature for the same.

Ms. Ekta Chuglani was appointed Company Secretary of the Company with effect from September 12, 2014.

Mr. Jayesh Kritikant Kothari was appointed as Chief Financial Officer (CFO) of the Company with effect from September 25, 2014 and during the year he resigned from the post of CFO with effect from February 06, 2015. Mr. Anish Sewaram Maheshwari was appointed as a CFO with effect from the same date.

18. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Corporate Social Responsibility Committee and Stakeholders' Grievance Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. Board Meeting

During the year 37 meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. audit Committee

During the year Audit Committee was re-constituted on October 01, 2014. As on March 31, 2015 the Committee comprised the following :

Ms. Sudha Gupta - Chairperson

Mr. Rameshchandra Meghraj Purohit - Member

Mr. Jayesh Nemichand Mehta - Member

21. Establishment of Vigil Mechanism / whistle blower policy

As per the provisions of Section 177 of the Companies Act, 2013, your Company has adopted the Vigil Mechanism/ Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issues which is perceived to be in violation of or in conflict with the fundamental business principals of the Company. The employees are firee to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or corporate governance policy or any improper activity to the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. The policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/accounting, etc. received from the employees under this policy.

22. Nomination and Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee formulated the criteria for determining qualifications, positive attributes and independence of a director and also criteria for determining the remuneration of Directors, Key Managerial Personnel's and other Employees.

23. Corporate Social Responsibility Committee

During the year Corporate Social Responsibility Committee was constituted on October 01, 2014. As on March 31, 2015 the Committee comprised the following :

Ms. Sudha Gupta - Chairperson

Mr. Shantilal J Mehta - Member

Mr. Jayesh Nemichand Mehta - Member

24. Corporate Social Responsibility

Corporate Social Responsibility (CSR) activities of the Company are guided by its CSR Policy, which is framed and approved by the Board of Directors of the Company. The Company undertakes its CSR activities through Navkar Charitable Trust. Some of the objects of the Navkar Charitable Trust include eradication of hunger, maintenance of homes for aged and orphans, promoting healthcare and animal welfare. The Company contributes to the corpus of Navkar Charitable Trust towards the above activities.

The statutory disclosure with respect to CSR activities forms part of this Annual Report and is annexed herewith as Annexure-4.

25. Risk Management policy

As per the requirement of Section 134(3)(n) of the Companies Act, 2013, every company is required to include a statement indicating development and implementation of a risk management policy for the Company including identification therein of the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

Accordingly, your Company has formulated a Risk Management Policy that outlines the framework and procedures to assess and mitigate the impact of risks.

Senior professionals, who are conversant with risk management systems and procedures have been entrusted with the risk management of the Company in accordance with the formulated policy.

26. Conservation of Energy, Technology absorption, foreign Exchange Earnings and Outgo

Conservation of Energy:

Your Company continuously strives to conserve energy, adopt enviornment friendly practices and employ technology for more effcient operations. Adequate measures have been implemented to conserve energy.

Technology absorption:

The Company sincerely believes in utilizing technology to improve productivity, efficiency and quality of its business operations and working environment. There is major capital expenditure incurred for development of software's and networking setup for CFS Operations.

foreign Exchange Earnings and Outgo (Value in)

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : 12,579,502

27. particulars of Employees

There were no employees in receipt of remuneration as specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit of the Company for the year ended on that date;

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

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

29. awards and Recognitions

In August 2014, your Company received 'Container Fireight Station of the Year' award at the Gateway Awards, 2014.

In September 2014, your Company received 'Container Fireight Station Operator of the Year (Specifc)' for Nhava Sheva by the 5th All India Maritime and Logistics Awards, 2014.

In February 2015, your Company received the ICC Supply Chain Excellence Award 2015 in the category of 'CFS Management' from the Indian Chamber of Commerce.

30. acknowledgement

Your Directors gratefully acknowledge all stakeholders of the Company viz. customers, dealers, vendors, banks and others. The Directors place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

On behalf of the Board of directors

Shantilal J Mehta

Chairman and Managing Director

DIN: 00134162

Date : June 17, 2015

Place : Mumbai