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NAVA LIMITED — AGM Information 2025
Jul 21, 2025
62080_rns_2025-07-21_36055cb5-d144-4992-a52b-7384204a505e.pdf
AGM Information
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NAVA LIMITED
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NAVA /SECTL /155/2025-26 July 21, 2025
Listing Department Dept. of Corp. Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5[th] Floor, Phiroze Jeejeebhoy Towers, Plot No.C/1, G Block Dalal Street Bandra Kurla Complex, Bandra (E) MUMBAI – 400 001 MUMBAI – 400 051 NSE Symbol: ‘NAVA’ Scrip Code: ‘513023’ / ‘NAVA
Dear Sir,
Sub: Submission of Notice of 53[rd] Annual General Meeting (AGM) of the Company
Please find enclosed the Notice convening the 53[rd] Annual General Meeting (AGM) of the Company, scheduled to be held on Thursday, August 14, 2025, at 10:00 a.m. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
The Notice of the 53[rd] AGM and the Annual Report for the financial year 2024–25 is also available on the Company’s website at: - https://www.navalimited.com/investors/financials/annual reports/
Kindly take the same on record and acknowledge the receipt.
Thanking you,
Yours faithfully,
for NAVA LIMITED
VEGESINA Digitally signed by VEGESINA SATYANARA SATYANARAYANA RAJU Date: 2025.07.21 YANA RAJU 17:16:19 +05'30'
VSN Raju Company Secretary & Vice President
Regd. Off.: Nava Bharat Chambers, 6-3-1109/1, 3rd Floor, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082, Telangana, India. CIN: L27101TG1972PLC001549 T +91 40 40345999, +91 40 23403501 E [email protected]; [email protected] W www.navalimited.com ISO 9001 | ISO 14001 | ISO 45001 | ISO 50001
Annual Report 2024-25
OVERVIEW | STATUTORY REPORT | FINANCIAL STATEMENTS | NOTICE
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NAVA LIMITED
CIN: L27101TG1972PLC001549 Regd. Office: 6-3-1109/1, ‘Nava Bharat Chambers’, Raj Bhavan Road Hyderabad–500082, Telangana. Tel : +91 40 23403501/40345999 e-Fax: +91 080 6688 6121; [email protected]; www.navalimited.com
NOTICE
Notice is hereby given that the 53[rd] Annual General Meeting (“AGM”) of the members of Nava Limited will be held on Thursday, the 14[th] day of August, 2025 at 10:00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:
Ordinary Business:
Item No.1: Adoption of financial statements:
To receive, consider, approve and adopt the audited financial statements of the Company (standalone and consolidated) for the year ended March 31, 2025 including audited balance sheet as at March 31, 2025, the statement of profit & loss for the year ended on that date together with the reports of the Board of directors and auditor’s (standalone and consolidated) thereon.
Item No.2: Declaration of final dividend on the equity shares:
To declare final dividend at the rate of 600% i.e. ₹ 6.00 per equity share of ₹ 1/- each for the financial year ended March 31, 2025.
Item No.3: Director liable to retire by rotation:
To appoint a director in place of Mr. D. Ashok (DIN: 00006903), who retires by rotation and being eligible, offers himself for re-appointment.
Item No.4: Director liable to retire by rotation:
To appoint a director in place of Mr. GRK Prasad (DIN:00006852), who retires by rotation and being eligible, offers himself for re-appointment
Special Business:
Item No.5: Ratification of remuneration payable to Cost Auditors for the financial year 2025-26: To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the remuneration payable to M/s. Sagar & Associates, Cost Accountants (Firm Registration no: 000118) Hyderabad, appointed as Cost Auditors by the Board of directors of the Company to conduct the cost audit of the cost records maintained by the Company in respect of the Company’s products in all the units or plants relating to Electricity and Steel (Ferro Alloys) for the financial year 2025-26, amounting to ₹ 7,00,000/- (Rupees Seven Lakhs only) plus out of pocket expenses and applicable taxes thereon, be and is hereby ratified.”
Item No.6: Appointment of Secretarial Auditors:
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of section 179, 204 of the Companies Act 2013 and regulation 24A of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and other applicable rules made thereunder, and upon recommendation of the Audit committee and approval of the Board, the approval of members be and is hereby accorded for the appointment of M/s. P.S.Rao & Associates as Secretarial Auditors to carry out secretarial audit for the Company for a period of 5 (Five) years i.e. from FY 2025-26 to FY 2029-30.
“RESOLVED FURTHER THAT pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the consent of the members be and is hereby accorded for the payment of remuneration of ₹ 4,00,000/(Rupees Four Lakhs only) for the financial year 2025–26, exclusive of applicable taxes and reimbursement of out-ofpocket expenses.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to determine and approve the remuneration payable for each subsequent financial year during the term, on such terms and conditions as may be mutually agreed upon, subject to compliance with applicable laws and regulations.”
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Item No.7: Commission payable to non-executive directors:
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Section 197, 198 and other applicable provisions, if any, of the Companies Act 2013 read with rules made thereunder and Regulation 17(6) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 (“the Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in supersession of all the resolutions passed earlier, the approval of the members be and is hereby accorded for the payment of commission to its non-executive directors including independent directors for each financial year for a period of five years commencing from April 01, 2025 not exceeding 3% of the net profits as calculated under section 198 of the Act and such commission as the Board is authorized to distribute the same payable among the non-executive directors including the independent directors.”
“RESOLVED FURTHER THAT each non-executive independent director, in addition to the commission payable in the above manner, shall also be paid such sitting fee for every meeting of the Board or Committee not exceeding the limits specified in the Companies Act, 2013 and the Rules made thereunder.”
Item No.8: Change in designation of Mr. Ashwin Devineni (DIN: 00007540), as Managing Director and Chief Executive Officer (CEO) of the Company:
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 2(18), 2(51), 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder, pursuant to applicable provisions of Securities and Exchange Board (Listing Obligations and Disclosure Requirements) Regulation, 2015 (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. Ashwin Devineni whose appointment as “Whole-Time Director designated as Chief Executive Officer (CEO)” was approved with effect from May 29, 2024 by the Board at its meeting held on May 17, 2024, by the shareholders at their Annual General Meeting held on August 08, 2024 and by the Central Government vide approval letter SRN AA968721512024-CL-Vll dated February 21, 2025, the approval of the members, pursuant to recommendation of the Nomination and Remuneration Committee and prior approval of the Audit Committee and the Board, be and is hereby accorded for Change in Designation of Mr. Ashwin Devineni (DIN: 00007540) from “Whole-Time Director designated as CEO” to “Managing Director and CEO” of the Company with rest of the terms of appointment remain unchanged and such other approvals and permissions as may be required, with effect from May 19, 2025, for the remainder of his current term, i.e., until May 28, 2029.”
“ RESOLVED FURTHER THAT the Board of Directors or Company Secretary of the Company be and are hereby authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient, or desirable to give effect to above resolution.”
Item no.9: Payment of bonus to the Managing Director of the Company’s subsidiary Nava Bharat (Singapore) Pte. Limited (NBS).
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder, Regulation 17(6)(e) and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), pursuant to the recommendation of Nomination & Remuneration committee and approval of the Audit committee and the Board of Directors of the Company, the approval of members of the Company be and is hereby accorded for payment of bonus of US$ 1.5 Million by Company’s subsidiary NBS to its Managing Director, Mr. Ashwin Devineni for FY 2024-25.”
“RESOLVED FURTHER THAT the Board of Directors or Company Secretary of the Company be and are hereby authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to the above resolution.”
By Order of the Board For NAVA LIMITED
Sd/- VSN Raju Company Secretary & Vice President Membership no.: A11701
Place: Hyderabad Date: May 16, 2025
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Annual Report 2024-25
OVERVIEW | STATUTORY REPORT | FINANCIAL STATEMENTS | NOTICE
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Notes:
1. The explanatory statement in respect of the special business in the Notice, pursuant to Section 102 of the Companies Act, 2013 stating all the material facts and reasons for the proposal is annexed hereto. Further, additional information as required under Listing Regulations and Circulars issued thereunder is also annexed.
2. Pursuant to general circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (“MCA Circulars”) the Company is convening its 53[rd] AGM through Video Conferencing (“VC”) or Other AudioVisual Means (“OAVM”), without the physical presence of the members, on Thursday, August 14, 2025, at 10:00 a.m. (IST). Since the AGM will be held through VC / OAVM, the Route Map, proxy form and attendance slip are not attached to this Notice.
3. Pursuant to the Circulars dated April 8, 2020 and May 13, 2022, issued by MCA and SEBI respectively, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized representatives to participate and cast their votes through e-voting.
4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), MCA Circulars and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-voting to its members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as an authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting during the AGM will be provided by NSDL.
5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.navalimited.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com
6. The Register of members and share transfer books of the Company will remain closed from Friday, August 08, 2025 to Thursday, August 14, 2025 (both days inclusive) for the purpose of AGM and dividend.
7. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Thursday, August 07, 2025, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the AGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.
8. Remote e-voting will commence at 9.00 a.m. (IST) on Sunday, August 10, 2025 and will end at 5.00 p.m. (IST) on Wednesday, August 13, 2025.
9. The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in this notice.
10. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
11. In compliance with the aforesaid MCA and SEBI Circulars notice of the AGM along with the Annual Report for FY 2024-25 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories. Members may note that the notice and Annual Report 2024-25 is also made available on the Company’s website https://www.navalimited.com/investors/fnancials/annual-reports/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and on the website of NSDL at www.evoting.nsdl.com
12. As per Regulation 40 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), securities of listed companies can be transferred only in dematerialized form and also for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, KFin Technologies Limited (“KFin”) for assistance in this regard.
13. The final dividend for the year ended March 31, 2025 as recommended by the Board, i.e. ₹ 6.00 (Rupees Six only) per equity share of face value ₹ 1/- each, if declared at the meeting, will be paid to those members whose names appear in the Company’s register of members on August 07, 2025 subject to deduction of tax at source pursuant to Finance Act, 2020. In respect of shares held in electronic form, the dividend will be payable on the basis of beneficial ownership as per details provided as at the close of business hours on August 07, 2025 by National
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Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose. The dividend on equity shares, if declared at the meeting, will be credited within the statutory time limit prescribed under the Companies Act.
Members are requested to note that, pursuant to Finance Act, 2020, dividend income will be taxable in the hands of the members of the Company w.e.f. April 1, 2020 and the Company is required to deduct tax at source (“TDS”) on dividend to be paid to the members at the rates prescribed in the Income Tax Act, 1961.
14. The unclaimed equity dividend for the year ended March 31, 2018 will be transferred on or before September 06, 2025 to the ‘Investor Education and Protection Fund’ on expiry of 7 years from the date of transfer to the Unpaid Dividend Account, pursuant to Section 124 of the Companies Act, 2013.
15. The unclaimed physical share certificates with the Registrars and Share Transfer Agents of the Company, subsequent to the issue of various reminders, were transferred to unclaimed suspense account and dematerialized to the credit of “Nava Limited – Unclaimed Suspense Account”. The dividend accruing on the said shares would be credited to the unpaid dividend account as the dividend is to be paid to the registered holders only. The details were placed on the website of the Company https://www.navalimited.com/unclaimed-unpaid-dividend-shares/. The concerned members are requested to approach the Registrars, KFin Technologies Ltd., (KFin) with their claim for transfer of their shares to their respective demat accounts along with the dividends, if any, in line with the rules and circulars issued by Ministry of Corporate Affairs and SEBI.
16. As per the provisions of Section 124(6) of the Act read with Rule 6 of ‘Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amended Rules, 2017’(‘the Rules’), all shares, in respect of which dividend has not been paid or claimed for seven consecutive years or more, will be transferred by the Company to IEPF along with statement containing such details as directed by Ministry of Corporate Affairs from time to time.
17. All shares in respect of which dividend has not been paid or claimed for seven consecutive years or more (relevant shares) up to and including the financial year 2016-17 were transferred by the Company in the name of IEPF from time to time as prescribed by the Act and rules made thereunder and the statement containing such details as may be prescribed is placed on Company’s website: www.navalimited.com.
18. Members whose shareholding is in electronic mode are requested to notify any change in address or bank account details to their respective depository participant(s) (DP). Members whose shareholding is in physical mode are requested to opt for the Electronic Clearing System (ECS) mode to receive dividend on time. To promote green initiative, members who have not registered their email addresses are requested to register the same with their DP, in case the shares are held by them in electronic form and with KFin, in case the shares are held in physical form.
19. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants in case the shares are held by them in electronic form and to KFin in case the shares are held by them in physical form.
20. Members can avail the facility of nomination in respect of securities held by them in physical form pursuant to the provision of Section 72 of the Act. Members desiring to avail this facility may send their nomination in the prescribed form duly filled in to KFin. Members holding shares in electronic mode may contact their respective DP for availing this facility.
21. Members holding shares in identical order of names in more than one folio are requested to write to the Company’s Registrars and Share Transfer Agents enclosing their share certificates to enable consolidation of their shareholdings in one folio.
22. Pursuant to the directions/notifications of Securities and Exchange Board of India (SEBI) and Depositories, the demat account holders can operate their accounts if they had already provided Income Tax Permanent Account Number either at the time of opening of the account or subsequently, in case they have not furnished the Income Tax Permanent Account Number to the Depository Participants, such demat account holders are requested to contact their DPs with a photocopy of the PAN Card (with original PAN Card for verification), so that the frozen demat accounts would be available for operation and further consequences of non-compliance with the aforesaid directives would be obviated. SEBI, vide Circular ref.no.MRD/Dop/Cir-05/2009 dated May 20, 2009 made it mandatory to have PAN particulars for registration of physical share transfer requests. Based on the directive contained in the said circulars, all share transfer requests are therefore to be accompanied with PAN details.
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Annual Report 2024-25
OVERVIEW | STATUTORY REPORT | FINANCIAL STATEMENTS | NOTICE
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23. Payment of Dividend through electronic mode only for Physical Folios:
SEBI, vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) are not updated with the KYC details (any of the details viz., PAN; Choice of Nomination; Contact Details; Mobile Number and Bank Account Details and signature, if any) shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from April 01, 2024.
For the purpose of updation of KYC details against your folio, you are requested to send the details to our RTA, M/s. KFin Technologies Limited (Unit: NAVA LIMITED), Selenium Tower-B”, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032, Telangana
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a. Through hard copies which should be self -attested and dated. OR
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b. Through electronic mode, provided that they are sent through E-mail id of the holder registered with RTA and all documents should be electronically/digitally signed by the Shareholder and in case of joint holders, by first joint holder. OR
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c. Through web- portal of our RTA KFin Technologies Limited - https://ris.kfntech.com
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Investors can download the following forms & SEBI Circulars, which are uploaded on the website of the company and on the website of Kfin Technologies Limited ; https://ris.kfntech.com/clientservices/isc/ isrforms.aspx
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a. Form ISR-1 duly filled in along with self attested supporting documents for updation of KYC details
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b. Form ISR-2 duly filled in for banker attestation of signature along with Original cancelled cheque with your name(s) printed thereon or self-attested copy of bank passbook/statement
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c. Form SH-13 for updation of Nomination for the aforesaid folio OR ISR-3 for “Opt-out of the Nomination
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24. The register of directors and key managerial personnel and their shareholding, maintained under Section 170 of the Act, and the register of contracts or arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM.
25. Members at 50[th] AGM held on August 10, 2022, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants as Statutory Auditors of the Company to hold office for a further period of five years from the conclusion of that AGM till the conclusion of 55[th] AGM.
26. Additional information pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standards on general meetings in respect of the Directors seeking appointment / re-appointment at the annual general meeting is furnished in Annexure - I and forms part of the notice. The Directors have furnished the requisite consent / declaration for their appointment / re-appointment.
27. Retirement of Directors by rotation: Mr. D. Ashok, Non-Executive Director and Mr. GRK Prasad, Executive Director of the Company, retires by rotation at the ensuing 53[rd] annual general meeting and, being eligible, offers themselves for re-appointment. The Board of directors recommends the re-appointment of Mr. D. Ashok as a Non-Executive Director and Mr. GRK Prasad as an Executive Director, liable to retire by rotation.
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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
The remote e-voting period begins on Sunday, August 10, 2025 at 09:00 A.M. and ends on Wednesday, August 13, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Thursday, August 07, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, August 07, 2025.
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
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A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders | For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ |
| holding securities in demat mode with |
evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/ |
| NSDL. | mobile number and click on login. After successful authentication, you will be redirected |
| to NSDL Depository site wherein you can see e-Voting page. Click on company name or | |
| e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of | |
| NSDL for casting your vote during the remote e-Voting period or joining virtual meeting | |
| & voting during the meeting. | |
| ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl. | |
| com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’section, |
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| this will prompt you to enter your existing User ID and Password. After successful | |
| authentication, you will be able to see e-Voting services under Value added services. | |
| Click on“Access to e-Voting”under e-Voting services and you will be able to see | |
| e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you | |
| will be re-directed to e-Voting website of NSDL for casting your vote during the remote | |
| e-Voting period or joining virtual meeting & voting during the meeting. | |
| If you are not registered for IDeAS e-Services, option to register is available at | |
| https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at | |
| https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| Visit the e-Voting website of NSDL. Open web browser by typing the following URL: | |
| https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the | |
| home page of e-Voting system is launched, click on the icon “Login” which is available | |
| under ‘Shareholder/Member’ section. A new screen will open. You will have to enter | |
| your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verifcation Code as shown on the screen. After successful authentication, |
|
| you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click | |
| on company name ore-Voting service provider i.e. NSDLand you will be redirected | |
| to e-Voting website of NSDL for casting your vote during the remote e-Voting period or | |
| joining virtual meeting & voting during the meeting. | |
| Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by | |
| scanning the QR code mentioned below for seamless voting experience. |
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Annual Report 2024-25 OVERVIEW | STATUTORY REPORT | FINANCIAL STATEMENTS | NOTICE
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Individual Shareholders Users who have opted for CDSL Easi / Easiest facility, can login through their existing user holding securities in id and password. Option will be made available to reach e-Voting page without any further demat mode with CDSL authentication. The users to login Easi /Easiest are requested to visit CDSL website www. cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders You can also login using the login credentials of your demat account through your (holding securities Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, in demat mode) you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to login through their NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting depository participants feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat | Members facing any technical issue in login can contact |
| mode with NSDL | NSDL helpdesk by sending a request at [email protected] |
| or call at 022 - 4886 7000 | |
| Individual Shareholders holding securities in demat | Members facing any technical issue in login can contact |
| mode with CDSL | CDSL helpdesk by sending a request at helpdesk.evoting@ |
| cdslindia.comor contact at toll free no. 1800-21-09911 |
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
7
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| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat | 8 Character DP ID followed by 8 Digit Client ID |
| account with NSDL. | For example if your DP ID is IN300 and Client ID is 12*** |
| then your user ID is IN30012***. | |
| b) For Members who hold shares in demat | 16 Digit Benefciary ID |
| account with CDSL. | For example if your Benefciary ID is 12** then your |
| user ID is 12** | |
| c) For Members holding shares in Physical | EVEN Number followed by Folio Number registered with the |
| Form. | company |
| For example if folio number is 001*** and EVEN is 101456 then | |
| user ID is 101456001*** |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
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(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
-
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
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Annual Report 2024-25
OVERVIEW | STATUTORY REPORT | FINANCIAL STATEMENTS | NOTICE
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Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
- How to cast your vote electronically and join General Meeting on NSDL e Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Mr. Swapneel Puppala at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to ([email protected]).
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
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Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
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THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
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The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
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Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
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The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
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Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
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Members are encouraged to join the meeting through Laptops for better experience.
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Further Members registered as speakers will be required to allow Camera during AGM and hence are requested to use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (company email id). The same will be replied by the company suitably.
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Members, who would like to express their views or ask questions during the e-AGM will have to register themselves as a speaker by sending a mail mentioning their name, folio no./client id DP id to investorservices@navalimited. com during the period starting from Monday, August 04, 2025 (9:00 a.m.) to Wednesday, August 06, 2025 (5:00 p.m.). Only those members who have registered themselves as a speaker will be allowed to express their views/ ask questions during the e-AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the e-AGM. Only questions of the members holding shares as on the cut-off date will be considered.
Statement pursuant to Section 102(1) of the Companies Act 2013, read with Rule 15(3) of the Companies (Meetings of Board and Its Powers) Rules, 2014.
Item No.5: Ratification of remuneration payable to Cost Auditors for the financial year 2025-26:
The Board on the recommendation of the Audit Committee, approved the appointment and remuneration payable to the cost auditors, M/s. Sagar & Associates, Cost Accountants (Firm Registration no: 000118), Hyderabad, to conduct the audit of cost records of the Company across various segments, for the financial year 2025-26 as per the following details:
| S. No. | Product | Fee for 2025-26 (₹) | |
|---|---|---|---|
| 1 | Electricity (Six Units) | 5,20,000/- | |
| 2 | Ferro Alloys (Steel) (Two Units) | 1,80,000/- | |
| TOTAL | 7,00,000/- |
In accordance with the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors, is to be ratified by the members of the Company.
Accordingly, consent of the members is sought for ratification of the remuneration payable to the Cost Auditors for the financial year 2025-26.
None of the directors, key managerial personnel of the Company and their relatives are in any way deemed to be interested or concerned in this Resolution.
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Annual Report 2024-25
OVERVIEW | STATUTORY REPORT | FINANCIAL STATEMENTS | NOTICE
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The Board recommends the ordinary resolution set forth in Item no. 5 for the approval of members.
Item No.6: Appointment of Secretarial Auditors
In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (‘the Act’), every listed company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board’s report, prepared under Section 134(3) of the Act.
Furthermore, pursuant to recent amendments to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of five (5) consecutive years, with shareholders’ approval to be obtained at the Annual General Meeting.
Accordingly based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 16, 2025, has approved the appointment of M/s P.S. Rao & Associates, Company Secretaries, as the Secretarial Auditors of the Company for a period of five (5) consecutive years, commencing from April 1, 2025 to March 31, 2030 subject to approval of the Members at the Annual General Meeting.
The terms and conditions of the appointment of M/s P.S. Rao & Associates include a tenure of five (5) consecutive years, commencing from April 1, 2025 upto March 31, 2030 at a remuneration of ₹ 4,00,000/- (Rupees Four Lakhs only) for the financial year 2025-26 apart from out-of-pocket expenses and applicable taxes and remuneration payable for each subsequent financial year during the term, on such terms and conditions as may be mutually agreed upon, subject to compliance with applicable laws and regulations.
None of the directors, key managerial personnel of the Company and their relatives are in any way deemed to be interested or concerned in this Resolution.
The Board recommends the ordinary resolution set forth in Item no. 6 for the approval of members.
Item No.7: Commission payable to non-executive directors:
The Company currently has two Non-Executive Directors viz. Mr. D. Ashok, Non-Executive Chairman and Mr. P Trivikrama Prasad, Non-Executive Director and five Non-Executive Independent Directors viz. Mr. Kode Durga Prasad, Dr. A. Indra Kumar, Mrs. B. Shanti Sree, Mr. GP Kundargi and Mr. Mwelwa Chibesakunda, on its Board. As per the existing approval granted by the shareholders at the Annual General Meeting held on September 2, 2020, the Independent Directors are entitled to an annual commission of 1% of the net profits of the Company in any financial year (to be computed in the manner provided in Section 198 of the Companies Act, 2013) subject to an overall ceiling of ₹ 25 lakhs (Rupees twenty-five lakhs only) per year to be paid and distributed equally amongst all the independent directors of the Company.
The Non-Executive Directors have each been associated with the Company for over four decades. They possess deep institutional knowledge and significant domain experience in the Company’s key business sectors, including energy, metals, mining, commercial agriculture, and emerging ventures. The Board is of the view that their continued association in a guiding and mentoring capacity is essential for the next phase of the Company’s growth.
In order to suitably compensate the Non-Executive and Independent Directors for their time, expertise, and contribution towards the growth and governance of the Company, the Board proposes to revise the commission payable to all Non-Executive Directors, including Independent Directors, within an overall limit of 3% of the net profits of the Company, to be computed in the manner prescribed under Section 198 of the Companies Act, 2013.
Out of the proposed 3% commission:
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A sum of ₹ 50,00,000/- (Rupees Fifty Lakhs only) shall be earmarked annually for the Independent Directors, to be distributed equally among them or as may be decided by the Board.
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The balance commission shall be distributed among the Non-Executive Directors (other than Independent Directors), in equal proportion or as may be decided by the Board of Directors, considering their experience, role in mentoring the executive team, and strategic contributions to the Company.
None of the Directors, Key Managerial Personnel (KMP), and their relatives, except the concerned Non-Executive Directors & their relatives and Independent Directors to the extent of their respective entitlements, are in any way, financially or otherwise, interested in the resolution.
The Board recommends the special resolution set forth in Item no. 7, for the approval of remuneration payable to Non-Executive Directors, including Independent Directors, for the approval of members.
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Item No.8: Change in designation of Mr. Ashwin Devineni (DIN: 00007540), as Managing Director and Chief Executive Officer (CEO) of the Company:
Mr. Ashwin Devineni was appointed as a Whole-Time Director (classified as Managerial Personnel under Section 196 of the Companies Act, 2013), designated as the Chief Executive Officer (CEO) of the Company, for a period of five (5) years with effect from May 29, 2024 (“Appointment”), by the members at the 52[nd] Annual General Meeting held on August 8, 2024. The said appointment has also been approved by the Central Government under section 196 read with schedule V of the Companies Act 2013.
The Board of Directors, at its meeting held on May 16, 2025, based on the recommendation of the Nomination and Remuneration Committee and prior approval of the Audit Committee, reviewed and approved the change in designation of Mr. Ashwin Devineni as the Managing Director and Chief Executive Officer of the Company, effective May 19, 2025, for the remainder of his existing term.
It is hereby clarified that the aforesaid change is limited solely to the designation of the said managerial personnel and does not, in any manner, effect or constitute a modification, alteration, or variation of the terms and conditions governing his original appointment, including but not limited to the tenure, powers, and authority conferred thereunder.
Brief Profile of Mr. Ashwin Devineni:
Mr. Ashwin Devineni is a graduate in Industrial Engineering from the University of Washington, USA, and brings extensive senior management experience in business development, including his prior roles at Hewlett Packard Software, Opsware, iConclude, and Thriva LLC.
He has been associated with the Nava Group for over 15 years and has served as Whole-Time Director (designated as CEO) of the Company for the past 6 years. He also holds the position of Managing Director of Nava Bharat (Singapore) Pte. Limited, a wholly owned subsidiary of the Company.
The profile and other requisite details of Mr. Ashwin Devineni, as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2), are provided in Annexure I to this Notice.
The resolution is proposed as an Ordinary Resolution under Sections 196 and 197, read with Schedule V and other applicable provisions of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), seeking members’ approval for the change in designation of Mr. Ashwin Devineni as Managing Director and Chief Executive Officer of the Company, effective May 19, 2025, for the remainder of his existing term.
None of the Directors, Key Managerial Personnel (KMP), and their relatives except Mr. D. Ashok, Mr. Ashwin Devineni, and Mr. Nikhil Devineni are concerned or interested in this resolution.
The Board recommends the ordinary resolution set forth in Item no. 8 for the approval of members.
Item No.9: Payment of bonus to the Managing Director of the Company’s subsidiary Nava Bharat (Singapore) Pte. Limited (NBS):
The Nomination and Remuneration Committee, Audit Committee, and the Board of Directors, at their respective meetings held on May 16, 2025, considered the exceptional contributions made by Mr. Ashwin Devineni, Chief Executive Officer of the Company, during the financial year 2024–25. His strategic vision and operational leadership have been instrumental in driving the Company’s notable achievements during the year. Key highlights of his performance are as follows:
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i. Successfully initiated the Company’s strategic expansion by launching Phase II of the power project in Zambia, involving the development of two additional 150 MW power units, taking the total generation capacity of MEL from 300 MW to 600 MW.
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ii. Spearheaded MEL in securing two large-scale mineral exploration licenses in Zambia with an aggregate concession area of 7,566.2614 hectares for Lithium and other minerals.
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iii. Streamlined operational processes, for cost optimization and enhanced efficiency across various functions.
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iv. Strengthened the organizational foundation by implementing robust talent development programs and other capability-building initiatives.
The Nomination and Remuneration Committee, Audit Committee, and the Board, having taken into consideration the prior clearance by the Board of NBS, have approved, as a Related Party transaction, a bonus of USD 1.5 million for FY 2024-25 from NBS to Mr. Ashwin Devineni and have recommended the same for approval by the members of the Company.
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Annual Report 2024-25
OVERVIEW | STATUTORY REPORT | FINANCIAL STATEMENTS | NOTICE
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The particulars as required under Rule 15(3) of Companies (Meetings of Board and its Powers) Rules, 2014 under Section 188 of the Companies Act, 2013 are as follows:
| a | Name of the related party | Mr. Ashwin Devineni, Managing Director of Nava Bharat (Singapore) Pte. Limited |
|---|---|---|
| b | Name of the director or key managerial | Mr. D. Ashok and Mr. Nikhil Devineni |
| personnel who is related, if any | ||
| c | Nature of relationship | Mr. Ashwin Devineni is son of Mr. D. Ashok and |
| brother of Mr. Nikhil Devineni | ||
| d | Nature, material terms, monetary value | Bonus of US$ One and half (1.5) Million for the Financial Year |
| and particulars of the contract | 2024-25. | |
| or arrangement | ||
| e | Any other information relevant or | The approval is sought in view of Section 188 of the Companies |
| important for the members to take a | Act, 2013 in respect of related party transaction. The | |
| decision on the proposed resolution | proposal is recommended by the Nomination & Remuneration | |
| Committee and approved by Audit Committee and the Board of | ||
| directors of the Company, subject to approval of Members. |
In accordance with the provisions of Section 188(1)(f) of the Companies Act, 2013, read with regulations 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules made thereunder, the aforesaid proposal requires approval of the members of the Company by way of a special resolution.
None of the Directors, Key Managerial Personnel (KMP), and their relatives except Mr. D. Ashok, Mr. Ashwin Devineni, and Mr. Nikhil Devineni are concerned or interested in this resolution.
The Board recommends the special resolution set forth in Item No. 9 for the approval of the members.
By Order of the Board For NAVA LIMITED
Sd/- VSN Raju Company Secretary & Vice President Membership no.: A11701
Place: Hyderabad Date: May 16, 2025
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ANNEXURE – I
Details of Director seeking appointment (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standards on general meetings.
The particulars of Mr. D. Ashok, Non-Executive Director, who is proposed to be appointed, are given below:
| A | Name | Mr. D. Ashok |
|---|---|---|
| B | Brief Resume | |
| i) | Age | 68 Years |
| ii) | Qualifcation | MBA from U.S.A |
| iii) | Experience | 43 years |
| iv) | Date of appointment on the Board | March 19, 1992 |
| of the Company (Nava Limited) | ||
| C | Nature of his/her expertise in specifc functional areas |
Top management experience as Chairman of the Board of Nava Limited, in planning and execution, project management and diversifcation. Expertise in managing and monitoring |
| international operations. | ||
| D | Terms and Conditions along with | Retires by rotation and being eligible offers himself for |
| details of remuneration sought to | re-appointment. | |
| be paid | ||
| E | Relationship between Directors | Mr. D. Ashok is father of Mr. Ashwin Devineni, CEO and |
| inter se [(As per Section 2(77) of | Mr. Nikhil Devineni, Whole-Time Director of the Company. | |
| the Companies Act, 2013 and Rule 4 of Companies (Specifcation of Defnition Rules, 2014)] |
||
| F | Name(s) of other companies in | 1. Nava Bharat Energy India Limited |
| which directorships held | 2. AV Dwellings Private Limited | |
| 3. Maamba Energy Limited, Zambia | ||
| 4. Nava Bharat (Singapore) Pte. Ltd. | ||
| 5. Chapter One-Books Pte. Ltd. | ||
| 6. Nava Agro Pte. Ltd. | ||
| 7. Nava Energy Pte. Ltd. | ||
| 8. Nava Healthcare Pte. Ltd. | ||
| 9. G.S.R. Trust | ||
| 10. Dr. Devineni Subbarao Trust | ||
| 11. Raj Family Trust | ||
| 12. Kawambwa Sugar Limited | ||
| 13. Nava Avocado Limited | ||
| G | Name(s) of other companies in | Nava Bharat Energy India Limited |
| which Committee Membership(s) / | Nomination and Remuneration Committee – Member | |
| Chairmanship(s) held | Corporate Social Responsibility Committee – Chairman | |
| H | Listed entities from which | NIL |
| resigned in the past three years | ||
| I | No. of shares of ₹ 1/- each held by | Director – 46,52,000 equity shares |
| the Director & his relatives | Relatives – 3,49,11,104 | |
| J | Last Remuneration drawn | ₹ 9,69,85,076/- |
| K | No. of Board Meetings attended | 4 |
| during the year |
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Annual Report 2024-25
OVERVIEW | STATUTORY REPORT | FINANCIAL STATEMENTS | NOTICE
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The particulars of Mr. GRK Prasad, Executive Director, who is proposed to be appointed, are given below:
| A | Name | Mr. GRK Prasad |
|---|---|---|
| B | Brief Resume | |
| i) | Age | 67 years |
| ii) | Qualifcation | B.Sc, FCA, FCS |
| iii) | Experience | 44 Years |
| iv) | Date of appointment on the Board | June 28, 2003 |
| of the Company (Nava Limited) | ||
| C | Nature of his/her expertise in specifc functional areas |
Experience in all facets of fnance and Corporate Affairs |
| D | Terms and Conditions along with | Retires by rotation and being eligible offers himself for |
| details of remuneration sought to | re-appointment. | |
| be paid | ||
| E | Relationship between Directors | NIL |
| inter se [(As per Section 2(77) of | ||
| the Companies Act, 2013 and Rule 4 of Companies (Specifcation of Defnition Rules, 2014)] |
||
| F | Name(s) of other companies in | 1. Nava Bharat Energy India Limited |
| which directorships held | 2. Maamba Energy Limited | |
| 3. Nava Bharat Projects Limited | ||
| 4. Brahmani Infratech Private Limited | ||
| 5. Nava Healthcare Pte. Ltd | ||
| 6. Nava Agro Pte. Ltd | ||
| 7. Nava Resources CI | ||
| 8. Nava Alloys CI | ||
| 9. Maamba Solar Energy Limited | ||
| 10. Telugu People Foundation (Trust) | ||
| G | Name(s) of other companies in | Nava Bharat Energy India Limited |
| which Committee Membership(s) / | Audit Committee – Member | |
| Chairmanship(s) held | ||
| Nava Bharat Projects Limited | ||
| Audit Committee – Member | ||
| Nomination and Remuneration Committee – Member | ||
| Brahmani Infratech Private Limited | ||
| Audit Committee – Member | ||
| Nomination and Remuneration Committee – Member | ||
| H | Listed entities from which | NIL |
| resigned in the past three years | ||
| I | No. of shares of ₹ 1/- each held by | Director – 3,52,344 equity shares |
| the Director & his relatives | Relatives – 1,80,000 | |
| J | Last Remuneration drawn | ₹ 4,45,86,071/- |
| K | No. of Board Meetings attended | 6 |
| during the year |
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The particulars of Mr. Ashwin Devineni, CEO, who is proposed to be appointed, are given below:
| A | Name | Mr. Ashwin Devineni |
|---|---|---|
| B | Brief Resume | |
| i) | Age | 42 Years |
| ii) | Qualifcation | Graduate in Industrial Engineering from the University of |
| Washington | ||
| iii) | Experience | 17 years |
| iv) | Date of appointment on the Board | August 18, 2017 |
| of the Company (Nava Limited) | ||
| C | Nature of his/her expertise in specifc functional areas |
Experience in business development in the power, mining, agriculture, and enterprise software sectors. Played crucial roles in |
| corporate acquisitions across North America, Europe, Middle East | ||
| Africa and Asia. | ||
| D | Terms and Conditions along with | As mentioned in the Resolution |
| details of remuneration sought to | ||
| be paid | ||
| E | Relationship between Directors | Mr. Ashwin Devineni is Son of Mr. D. Ashok, Non-Executive |
| inter se [(As per Section 2(77) of | Chairman and Brother of Mr. Nikhil Devineni, Whole-Time Director | |
| the Companies Act, 2013 and Rule 4 of Companies (Specifcation of Defnition Rules, 2014)] |
of the Company | |
| F | Name(s) of other companies in | 1. A9 Homes Private Limited |
| which directorships held | 2. Maamba Energy Limited, Zambia | |
| 3. Nava Bharat (Singapore) Pte. Ltd. | ||
| 4. Chapter One-Books Pte. Ltd. | ||
| 5. Nava Agro Pte. Ltd. | ||
| 6. Nava Energy Pte. Ltd. | ||
| 7. Nava Healthcare Pte. Ltd. | ||
| 8. Kawambwa Sugar Limited | ||
| 9. Nava Avocado Limited | ||
| 10. Maamba Solar Energy Limited | ||
| 11. Compai Pharma Pte. Ltd. | ||
| 12. The Iron Suites Pte. Ltd. | ||
| 13. Atlantic Holdings Pte. Ltd. | ||
| 14. Integrative Health Services Pte Ltd. | ||
| G | Name(s) of other companies in | Nil |
| which Committee Membership(s) / | ||
| Chairmanship(s) held | ||
| H | Listed entities from which | Nil |
| resigned in the past three years | ||
| I | No. of shares of ₹ 1/- each held by | Director – 68,91,424 equity shares |
| the Director & his relatives | Relatives – 1,07,98,460 | |
| J | Last Remuneration drawn | Nil (from the Company) |
| K | No. of Board Meetings attended | 5 |
| during the year |
16