Directors Report of Navoday Enterprises Ltd.

Mar 31, 2024

Your directors take pleasure in presenting the 17^th Annual Report on the business and operation of your Company
together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL STATEMENT

The key highlights of the Audited Financial Statement of your Company for the financial year ended March 31, 2024 and
comparison with the previous financial year ended March 31, 2023 are summarized below:

(f in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	1140.59	1246.98
Other Income	-	3.40
Total Revenue	1140.59	1250.39
Less: Total Expenses	1101.41	1229.18
Profit before Tax	39.17	21.21
Less: Tax Expenses:
Current Tax	11.26	6.16
Deferred Tax	-1.08	-0.65
Profit after Tax	28.99	15.70
Earnings Per Share (EPS):
1. Basic EPS	0.04	0.02
2. Diluted EPS	0.04	0.02

2. RESULT HIGHLIGHTS

During the year under review, the Company has generated revenue from operations of Rs.11,40,59,491/- (Rupees Eleven
Crore forty Lakhs Fifty Nine Thousand Four Hundred Ninety One Only) (excluding other income) and earned net profit
after tax Rs.28,99,239/- (Rupees Twenty Eight Lakhs Ninety Nine Thousand Two Hundred Thirty Nine Only) in
comparison to the figures of the previous year of Rs.12,50,39,476/- (Rupees Twelve Crore Fifty Lakhs Thirty Nine
Thousand Four Hundred Seventy Six Only) and Rs.15,70,084/- (Rupees Fifteen Lakhs Seventy Thousand Eighty four
Only).

3. DIVIDEND

In order to conserve the resources for business requirement, your Board of Directors do not recommend dividend for
financial year 2023-2024.

4. TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to General Reserves for the financial year 2023- 2024.

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

During the year under review, No changes was made in Capital Structure of the Company for the financial year 2023¬
2024.

Issue of Equity Shares of the Company on Preferential Basis for Consideration in Cash

During the year under review, the Board and Member of the company approve the matter of issue of 1,72,00,000 equity
shares of the Company of face value of Rs. 10/- each (“Equity Shares”), in dematerialized form, on Preferential
allotment basis, to non- promoters at a price of Rs. 11/-(including premium of Rs. 1.00/-) as determined in accordance
with Regulation 164 read with 166A of SEBI ICDR Regulations, to the following persons, for consideration in cash,
total consideration of Rs. 18,92,00,000/- (Rupees Eighteen Crores Ninety Two Lakhs Only).

However due to some reason the BSE rejected the In-principle application.

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 proposed to shifted its Registered Office from B-713, 7th Floor, Crystal
Plaza New Link Road Opposite Infinity Shopping Mall, Andheri West Mumbai MH 400053 IN to Shop No. F222, B
Wing, 1st Floor, Express Zone Mall, Opp Adani Electricity, Off W E Highway, Goregaon East, Mumbai 400063.

However, due to legality of premises / ownership issue, later on board decided to continue with existing Registered
Office B-713, 7th Floor, Crystal Plaza New Link Road Opposite Infinity Shopping Mall, Andheri West Mumbai MH
400053 IN only.

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 2023-2024 is
available on the company’s website www.navodayenterprise.in.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. BOARD OF DIRECTORS:

As on March 31, 2024, the Board of Directors of the Company comprises of 6 (Six) Directors, of which 4 (Four) are
Non-Executive Independent Directors & 2 (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:

Sr. No.	Name	Designation
1.	Mr. Anand Vasant Mode	Managing Director
2.	Mr. Sachin Suresh Garud	Non-Executive and Independent Director
3.	Mr. Shamshuddin Ismail Polad	Non-Executive and Independent Director
4.	Mr. Alka Shridhar Awhad	Non-Executive and Independent Director
5.	Mr. Akash Gajanan Thorat	Non-Executive and Independent Director
6.	Mr. Ashish Amrutlal Shah	Executive Director

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

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on
March 31, 2024 were as under:

Sr. No.	Name	Designation
1.	Mr. Anand Vasant Mode	Managing Director
2.	Mr. Sandeep Prabhakar Khare	Chief Financial Officer
3.	Ms. Alpi Jain	Company Secretary and Compliance Officer

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 January 01, 2022 and the same has been takenon
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 7 (Seven) times, the details of which are as follows:

Sr. No.	Date of the Meeting	Number of Director Present
1	30/05/2023	5/5
2	22/07/2023	5/5
3	31/07/2023	5/5
4	22/08/2023	5/5
5	01/09/2023	6/6
6	11/11/2023	6/6
7	15/02/2024	6/6

14) MEETING OF INDEPENDENT DIRECTOR

During the year under review, 1 (one) meeting of Independent Directors of the Company was held on 27/03/2024.

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:

Name of the Director	Designation	Nature of Directorship
Sachin Suresh Garud	Chairman	Non-Executive and Independent Director
Shamshuddin Ismail Polad	Member	Non-Executive and Independent Director
Alka Shridhar Awhad	Member	Non-Executive and Independent Director

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

During the year reference, 3 (Three) meetings of Audit Committee was held on the 30/05/2023, 31/07/2023 and

11/11/2023 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 as well
aspost-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 thanthose
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;

Name of the Director	Designation	Nature of Directorship
Alka Shridhar Awhad	Chairman	Non-Executive and Independent Director
Shamshuddin Ismail Polad	Member	Non-Executive and Independent Director
Sachin Suresh Garud	Member	Non-Executive and Independent Director

During the year, 3 (Three) meetings of the Nomination and Remuneration Committee meeting were held on

30/05/2023, 31/07/2023 and 22/08/2023 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 and other
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:

Name of the Director	Designation	Nature of Directorship
Sachin Suresh Garud	Chairman	Non-Executive and Independent Director
Shamshuddin Ismail Polad	Member	Non-Executive and Independent Director
Alka Shridhar Awhad	Member	Non-Executive and Independent Director

During the year under review, 2 (Two) meetings of Stakeholder’s Relationship Committee were held on 31/07/2023 and
15/02/2024.

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
thecompany.

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 31^st March, 2024 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 14^th Annual General
Meeting till the conclusion of the 19^th Annual General Meeting of the Company.

There are 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/ qualifications 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 2023-24 and 2024-25. 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 Form ADT -1 for appointment of M/s. Choudhary Choudhary & Co. Statutory Auditor
for period of 5years from the conclusion of 14^th Annual General Meeting to 19^th Annual General Meeting to ROC.

2. The Company has filed form AOC -4 XBRL for the financial year 2023-2024 with additional filing fee.

3. The Company has filed MGT 7 for the financial year 2023-2024 with additional fee.

4. Some of the E-Forms filed with additional fees during the F.Y. 2023-24 under review.

Management Response:

With reference to the non-filings of E-forms related to appointment of Statutory Auditor, in F Y 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.

Later on 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 of the 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:

A CONSERVATION OF ENERGY

i)	Steps taken or impact on conservation of energy	Your Company accords highest priority to energy conservation and is committed for energy conservation measures including regular review of energy consumption and effective control on utilisation of energy. The Company has designed its facilities keeping in view the objective of minimum energy loss. The Company has taken all steps to conserve Energy in the work places by educating and training the employees to conserve energy. The Company has installed invertor AC in areas which are operating Extended hours. Energy saving LED lights are installed at various laboratories and collection centers.
ii)	Steps taken by the Company for utilising alternate sources of Energy	The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power
iii)	Capital investment on energy conservation equipment	The Capital investment on Energy conservation equipment Is insignificant
B	TECHNOLOGY ABSORPTION
i)	Efforts made towards technology absorption	The Company being in Service Sector has adopted all new technology in terms of new software and hardware and latest machinery with automated processes available in the current Techno-environment and commensurate to the size, scale and complexity of its operations.
ii)	Benefits derived from technology absorption	Technology absorption has helped the Company to provide better and more accurate service to the Customers.
iii)	Details of Imported technology (last three years)
	- Details of technology imported	Nil
	- Year of Import	N.A.
	- Whether technology being fully absorbed	N.A.
	-If not fully absorbed, areas where Absorptionhas not taken place and reasons thereof	N.A.
iv)	Expenditure incurred on Research and Development	Nil
C	FOREIGN EXCHANGE EARNINGS AND OUTGO (? in Lakhs)
i)	Foreign Exchange Inflow	Nil
ii)	Foreign Exchange Outflow	Nil

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 2023-24, 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:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil

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 2023-24 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.

For and on behalf of the Board of Directors
For Navoday Enterprises Limited

Sd/- Sd/-

Anand Mode Vasant Akash Gajanan Thorat

Managing Director Director

DIN: 07841998 DIN: 08794854

Date: 02/09/2024
Place: Mumbai