<dhhead>DIRECTORS’REPORT</dhhead>

To,

The Members,

Your directors take pleasure in presenting the 16th Annual Report on the business and operation of your Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL STATEMENT

The key highlights of the Audited Financial Statement of your Company for the financial year ended March 31, 2023 and comparison with the previous financial year ended March 31, 2022 are summarized below:

2. RESULT HIGHLIGHTS

During the year under review, the Company has generated revenue from operations of Rs. 12,46,98,997/- (Rupees Twelve Crore forty Six Lakhs Ninty Eight Thousand Nine Hundred Ninty Seven Only) (excluding other income) and earned net profit after tax Rs. 15,70,084/- (Rupees Fifteen Lakhs Seventy Thousand Eighty Four Only) in comparison to the figures of the previous year of Rs. 45,54,78,000/- (Rupees Forty-Five Crores Fifty-Four Lakhs and Seventy-Eight Thousand Only) and Rs. 43,82,000/- (Rupees Forty-Three Lakhs and Eighty-Two Thousand Only).

3. DIVIDEND

In order to conserve the resources for business requirement, your Board of Directors do not recommend dividend for financial year 2022-2023.

4. TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to General Reserves for the financial year 2022- 2023.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business or any activity of business of the Company.

6. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiary, Associate Companies and Joint Ventures.

7. CHANGES IN CAPITAL STRUCTURE

Increased its Authorized Share Capital

During the year under review, after issue of bonus shares company Increased its Authorized Share Capital from Rs.25,00,00,000 (Rupees Twenty-Five Crores) to Rs 60,00,00,000/- (Rupees Sixty Crores Only) comprising of6,00,00,000 (Six Crore) Equity Shares having face value of Rs.10.00/- (Rupees Ten Only) each i.e., by creation of additional authorized capital of Rs. 35,00,00,000 (Rupees Thirty-Five Crores) divided in to 3,50,00,000 (Three Crore Fifty lacs) Equity Shares of face value of Rs 10.00/- (Rupees Ten Only) and alteration in the Clause-V (Capital Clause) of Memorandum of Association relating to Share Capital of the Company.

As on the 31^st March, 2023 the Authorised and Paid of Share Capital of the Company is respectively Rs. 60,00,00,000/- (Rupees Sixty Crores Only) and Rs. 7,70,80,000/- (Rupees Seven Crore Seventy Lakhs Eighty Thousand Only).

Issue of Bonus Shares

During the year under review, the company has allotted 38,54,000 (Thirty-Eight Lakhs and Fifty-Four Thousand) equity shares having face value of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 3,85,40,000/- (Rupees Three Crores Eighty-Five Lacs Forty Thousand only), as fully paid-up Bonus Equity Shares in the ratio of 1:1 i.e. One bonus equity Shares for every One existing equity shares. Accordingly, after the effect of the above bonus issue the Issued and Paid-up Capital of the Company is Rs. 7,70,80,000/- (Rupees Seven Crore Seventy Lakhs Eighty Thousand Only) divided into 77,08,000 Equity Shares of Rs. 10/- each face value.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

9) CHANGE IN REGISTERED OFFICE

During the year under review, the Company has shifted its Registered Office from D 107, Crystal Plaza, Opposite Infinity Mall, New Link Road, Andheri West, Mumbai 400053, Maharashtra to B-713, 7th Floor, Crystal Plaza, New Link Road, Opposite Infinity Shopping Mall, Andheri West, Mumbai 400053, Maharashtra with effect from September 05, 2022.

10) ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year 2022-2023 is available on the company’s website www.navodayenterprise.in.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. BOARD OF DIRECTORS:

As on March 31, 2023, the Board of Directors of the Company comprises of 5 (Five) Directors, of which 4 (Four) are Non-Executive Independent Directors & 1 (One) is Executive Directors. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

II. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Rajatmohan Gopalmohan Sinha, Chief Financial Officer of the Company has resigned on October 12, 2022 and Mr. Sandeep Prabhakar Khare has been appointed as Chief Financial Officer of the Company with effect from October 12, 2022. Further, Ms. Shubhika Ajmera, Company Secretary and Compliance Officer of the Company has resigned from the Company and Ms. Alpi Jain has been appointed as a Company Secretary and Compliance Officer of the Company with effect from February 27, 2023. Further, as per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023 were as under:

12) DECLARATION OF INDEPENDENCE

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with Schedule IV and other applicable provisions, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.

Further, the Company has received the declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the amended provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective January 01, 2022 and the same has been taken on the records of the Company in the Board meeting and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving the Sitting fees, Commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

13) MEETINGS OF BOARD MEETINGS

During the year under review, the Board of Directors met 9 (Nine) times, the details of which are as follows:

14) MEETING OF INDEPENDENT DIRECTOR

During the year under review, 1 (one) meeting of Independent Directors of the Company was held on 27/03/2023.

The object of Independent Meeting was to review the performance of Non- Independent Director and the Board as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of Independent Director of the Company as earliest possible.

15) ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance of Board Meetings and Committee Meetings;

b. Quality of contribution to Board Deliberations;

c. Strategic perspectives or inputs regarding future growth of the Company and its performance; d. Providing perspectives and feedback going beyond information provided by the management.

16) COMMITTEES OF THE BOARD:

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

I. Audit Committee;

II. Nomination and Remuneration Committee

III. Stakeholders’ Relationship Committee;

I. AUDIT COMMITTEE

The Constitution of the Audit Committee is as follows:

The Company Secretary and Compliance Officer of the Company is the Secretary to the Audit Committee.

During the year reference, 4 (Four) meetings of Audit Committee was held on the 30/05/2022, 05/09/2022, 14/11/2022 and 27/02/2022 respectively.

Terms & Scope of Work of Committee:

a) Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Reviewing and monitoring the auditor’s independence and performance and the effectiveness of audit process;

d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);

f) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

? Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; ? Changes, if any, in accounting policies and practices and reasons for the same;

? accounting entries involving estimates based on the exercise of judgment by management;

? Significant adjustments made in the financial statements arising out of audit findings;

? Compliance with listing and other legal requirements relating to financial statements;

? Disclosure of any related party transactions; and ? Modified opinion(s) in the draft audit report. g) Reviewing, the quarterly financial statements with the management before submission to the Board for approval;

h) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

i) Approval or any subsequent modification of transactions of our Company with related parties;

j) Scrutiny of inter-corporate loans and investments;

k) Valuation of undertakings or assets of our Company, wherever it is necessary;

l) Evaluation of internal financial controls and risk management systems;

m) Monitoring the end use of funds raised through public offers and related matters;

n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

p) Discussion with internal auditors of any significant findings and follow up thereon;

q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit aswell as post-audit discussion to ascertain any area of concern;

s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

t) To establish and review the functioning of the whistle blower mechanism;

u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

x) reviewing the utilization of loans and/ or advances from/investment by the and holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /investments existing as on the date of coming into force of this provision.

y) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

z) Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors;

(4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Constitution of Nomination and Remuneration Committee is as follows;

During the year, 3 (Three) meetings of the Nomination and Remuneration Committee meeting were held on 29/04/2022, 05/09/2022 and 12/10/2022 respectively.

Terms & Scope of Work of Committee:

a) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carryout evaluation of every director’s performance;

b) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel another employees

c) while formulating the policy under (b) above, ensure that

? the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

? Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

? remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

d) such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

e) formulation of criteria for evaluation of performance of independent directors and the board of directors;

f) devising a policy on diversity of board of directors;

g) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

h) Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in Annexure III to this Report.

III.STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Constitution of Stakeholders relationship Committee is as follows:

During the year under review, 2 (Two) meetings of Stakeholder’s Relationship Committee were held on 05/09/2022 and 12/10/2022.

Terms & Scope of Work of Committee:

a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

b) Review of measures taken for effective exercise of voting rights by shareholders.

c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

17) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors: a program on how to review, verify and study the financial reports; a program on Corporate Governance; provisions under the Companies Act, 2013; and  SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a Director.

18) DIRECTORS’RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, on the basis of information placed before them, the Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the Profit of the Company for the said period;

c. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis;

e. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

19) AUDITORS & REPORT OF THE AUDITORS

Statutory Audit

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Choudhary Choudhary & Co. Chartered Accountant, (Firm Registration No. 002910C) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 14th Annual General Meeting till the conclusion of the 19th Annual General Meeting of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Choudhary Choudhary &Co., Chartered Accountants (FRN: 002910C), Statutory Auditors, in their Report on the accounts of the Company for the year under review. The observations made by them in their Report are self- explanatory and do not call for any further clarifications from the Board.

Secretarial Audit

Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors of the Company has appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary; to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as “Annexure I” and forms a part of this Report.

Secretarial audit report except what have been specifically mentioned the Report which is self- explanatory following qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditors:

1. The Company has not filed Forms for appointment and change designation as Managing Director w. e. f. 01/07/2020 of Mr. Anand Mode.

2. The company has not filed Form ADT -1 for appointment of M/s. Choudhary Choudhary & Co. for period of 5 years from the conclusion of 14 Annual General Meeting to 19th Annual General Meeting to ROC.

3. The Company has not filed form Dir-12 for regularization of Mr. Anand Mode as Director.

4. The Company has not filed form DIR-12 for Resignation of Mr. Rajatmohan Gopalmohan Sinha as CFO of the Company.

5. The Company has filed form AOC -4 XBRL for the financial year 2021-2022 with additional filing fee.

6. The Company has not filed MGT 7 for the financial year 2021-2022.

Management Response:

With reference to the non-filings of E-forms related 2020 there was issues of Covid-19 and therefore the e-forms filing which was given to the professional for filing but he did not file it due to unavoidable circumstances in his family and company came to know about it at the time when this observation given by secretarial auditors, the management of the company has given instructions to the Secretarial Department to complete the fillings. Your Board and management ensure that the company will be regular in filing and compliances.

Internal Auditor

The Company has robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the labs, inventory audit, stock takes, audit for project related accounts, corporate accounts etc.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014,and on the recommendation of the Audit Committee, Monika Jain, Chartered Accountant, were appointed by the Board of Directors to conduct internal audit reviews of the Company and the Internal Auditor directly reports to the Audit Committee for functional matters.

The Audit Committee in its quarterly meetings reviews the internal audit and controls reports. The Company’s internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

20) COST AUDITORS

During the year under review, the provisions of the Section 148 of the Companies Act, 2013, are not applicable to the Company. Hence, the company does not require to appoint the Cost Auditor.

21) INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors have not reported any fraud under Section 143 (12) of the Companies Act, 2013.

22) INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

23) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section and forms part of the Annual Report of the Company.

24) CORPORATE GOVERNANCE

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type as per Regulations 15 of SEBI (LODR), Regulation,2015 the Corporate Governance is not applicable on SME Listed Companies.

25) PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

26) CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

27) DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, 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. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

29) RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.

30) PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 has been appended as Annexure IV to this Report. There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31) CEO/CFO CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not applicable on the Company as the Company is listed on the SME platform and the exemption is granted to the Companies listed on the SME platform under Regulation 15(2) of SEBI (LODR), Regulations, 2015.

32) INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

33) STATUTORY DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of The Companies (Accounts) Rules, 2014 is as follows:

34) VIGIL MECHANISM/ WHISTLE BLOWER

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company’s code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2022-23, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at www.navodayenterprise.in.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.navodayenterprise.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in place an 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(ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

35) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

36) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

There are no application made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

37) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

38) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

39) ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co- operation have helped, as partners in your Company’s progress. Your Directors, also acknowledge the hard work, dedication and Commitment of the employees.