The Board of Directors of the Company are pleased to present the Company's 54^th annual report along with the audited
financial statements (standalone and consolidated) for the financial year ended March 31, 2026.

FINANCIAL SUMMARY

A summary of the Company's standalone and consolidated financial performance for the year ended March 31, 2026, is given
below:

('in Lakhs)

We are pleased to report that the Company registered the highest ever operational income under both Standalone and
Consolidated financials.

The Company recorded highest ever standalone total income at '2,24,174 Lakhs, a growth of 24.5% y-o-y largely driven by
export sales of Metals division and superior merchant power performance of Energy division which received the boost by
the conversion of 60 MW Captive Power Plant (CPP) into Independent Power Plant (IPP) in Odisha-Ops during the year. The
spurt in other income was due to higher dividend income of '25,406 Lakhs from the subsidiaries v/s '11,432 Lakhs for FY25.
The Standalone EBITDA and profit after tax stood at '70,278 Lakhs and '91,093 Lakhs, respectively, for the year with an
increase by 24.8% and 116.0% respectively on Y-o-Y basis.

The exceptional gain of '40,395 Lakhs from the buyback of shares carried out by subsidiary Nava Global Pte Ltd has led to
the highest ever standalone PAT.

The consolidated Income increased by 8.3% on better volumes at '4,47,866 Lakhs while the EBITDA at '1,90,515 Lakhs was
lower by 4.1% on account of higher input and personnel costs.

While the consolidated PBT at '1,50,202 Lakhs was lower by 6.6%, higher provision for deferred tax liability on account of
forex changes in Zambia, though a mere timing difference one, pared the PAT by 27.6 % at '1,03,852 Lakhs. This provision,
however, does not have any bearing on sustained operational metrics in Zambian power business.

Noteworthy developments recognised during the financial year are:

• MEL paid a dividend of US$ 175 million from out of reserves and yearly profit to its shareholders, of which Nava Global
received US$ 114 million.

• Nava Global paid a dividend of US$ 24 million during the year and completed a share buyback of US$ 50 million. Further,
it declared a final dividend of US$ 15 million for FY 2025-26.

• Receivable from ZESCO got substantially reduced to US$ 28.0 million, a redeeming feature during the year.

REVIEW OF OPERATIONS
Metals

Ferro Alloys production & sales volume increased by 13.4% and 33.3% respectively with the production moving from Ferro
Silicon to Silico Manganese Alloys from two furnaces. The export sales have rebounded with the availability of annual
rate contracts albeit prices correcting over indices. Domestic prices have remained subdued with intense competition from
marginal players.

Telangana-operations: Ferro Silicon operations were subjected to sector volatility and during the year, production was
5,966 MT v/s 13,490 MT for FY25.

The shift of production in two furnaces from Ferro Silicon has helped in higher production of Silico Manganese at 87,276 MT,
a growth of 43.2% YoY. Sales volume has increased by 63.0% to 92,835 MT with export sales almost doubling during the
year.

Odisha-operations: Silico Manganese production stood lower by 7% at 40,210 MT for the year on account of maintenance
outages, but contributed to higher merchant power sales, a mitigation measure. Sales volume rose 10.2% YoY to 41,575 MT
supported by annual rate contracts from the export market.

Energy

Indian Energy operational parameters have sustained at decent levels during the year while the tariff realisations have
come down owing to higher solar power generation during the daytime. MEL's 300 MW power plant continued its stable
operational performance at PLF of ~90%.

Telangana-operations: The operational performance of the 114 MW captive power plant has improved, with Plant Load
Factor (PLF) increasing to 74.5%, compared to 66.1% in FY25 with increased captive consumption and higher merchant sales.
The financial performance of the unit has improved with Singareni Collieries reducing the coal prices by ~ 740/MT in Oct
2025 and allowing incentives for quantity offtake.

Merchant sales volume grew by 8.9% to 195 MUs compared to 179 MUs in FY25, supported by the availability of bilateral
contracts during select months and favourable tariffs during peak demand periods.

Odisha Operations: The conversion of 60 MW CPP unit into IPP in Nov 25 improved the operational performance of 150
MW power station, achieving a PLF of 772% compared to 71.5% during FY25. Merchant sales volume stood at 698 MUs,
an increase by 18.5% YoY supported by bilateral contracts and margins remained stable with coal supply from Mahanadi
Coalfields Limited.

The operational performance of this unit had attained stability with the Power Purchase Agreement (PPA) for 5 years period
for 50 MW capacity starting from Feb 26.

The continued strong performance of the power plant at Odisha remains a key contributor to the Company's standalone
profitability.

Nava Bharat Energy India Limited - 150 MW power unit: The 150 MW Power plant delivered an impressive performance
during the FY26 with the availability of bilateral contracts expecting for the subdued merchant power market during Q3.
Effective control over fuel cost and production costs contributed to sustained operational performance and to the company's
consolidated profitability.

The decrease in coal prices by Singareni Collieries during the year will reap benefits in the current year with reduced cost of
generation and increased ability to operate at lower tariffs.

Maamba Energy Limited (MEL) - 300 MW power plant: MEL's 300 MW power plant maintained its robust operational
efficiency, with a plant availability of 89.9% and PLF of 89.6% during the year. MEL has reduced the auxiliary consumption to
9.8% v/s 10.3% for FY25 with the implementation of energy efficiency initiatives.

Under the Arbitral Award of US$ 518.1 million, MEL had received US$ 490.1 million by March 2026, reducing receivables to
US$ 28.0 million. The balance is expected to be realized by mid of this calendar year (2026). An Expected Credit Loss (ECL)
provision of US$ 15.5 million was reversed during the year, leaving a residual provision of US$ 1.3 million.

With the realisation of payments under the Arbitral Award, MEL futty repaid the shareholder Loans to both the sponsors and
further paid dividend of US$ 175 million out of reserved and current profit during the year resulting in one of the strongest
years of cash generation to the group.

The power division of MEL started paying income tax at the rate of 15% from this financial year white deferred tax Liability
on account of forex changes in Zambia impacted the PAT. The notional deferred tax provision could get adjusted once the
exchange rates normalise, without any impact on current cashflow of MEL.

Mining

The mining division sustained revenue Levels with slight increase in external coat sates by 6.4%. Profitability decreased
by 18.3% YoY, with stight increase in mining costs and forex tosses made with appreciation of Zambian Kwacha. The mining
division continues to provide stabte positive cash ftows.

Projects under development

Maamba Energy Limited - 300 MW Phase II Thermal Power Plant

The Phase II 300 MW coat fired thermat power ptant being devetoped by MEL with a capex outtay of US$ 400 mittion is
progressing steadity with the expected commissioning during Q4FY27. The status of the project is:

• Majority of civit works have been compteted

• Mechanicat erection works are in progress

• Most of the criticat equipment have been shipped/detivered to site.

Debt funding of US$ 290 miHion is tied-up from Zambian banks and financiat institutions white both the sponsors have

contributed equity of US$ 100 mittion. Debt drawn for the project as on March 31, 2026 was US$ 214.6 mittion.

Maamba Solar Energy Limited (MSEL) - 100 MW Solar power plant:

The construction of 100 MW Sotar project is progressing wett with ptanned commissioning in Juty 2026. The shipments of att
major equipment have reached the site and the erection works are in progress.

Debt funding of US$ 63 mittion is tied-up from Zambian banks and financiat institutions white equity of US$ 27 mittion is
infused by the sponsors. Debt drawn for the project as on March 31, 2026 was US$ 13.4 mittion.

Agribusiness - Avocado Plantation:

Nava's avocado farm has gained significant traction with triat yietd of over 150 MT of Avocado fruit harvested this financiat
year, the majority of which got exported to South Africa. Income earned against seed marketing of Avocado fruit during the
year was ' 124 Lakhs (US$ 0.14 mittion).

The farm is poised to become one of the wortd's targest and most technotogicatty advanced integrated avocado business
with ptanned ptantation of 400,000 trees across four divisions. The status of the project is:

• The avocado ptantation is progressing on schedute with ptantation in Division A and B futty compteted and 60,720 trees
ptanted in Division C. Totat ptantation is projected to be compteted by May 2027.

• Gtobat GAP certification is obtained for Division A ptantation and working on SMETA 4-pittar comptiance covering Sociat,
Ethicat and Environmentat topics required by internationat branded retaiters.

• State of the Art Packhouse construction is underway and remains on track for comptetion by September 2026.

• Land preparation works in Division D are ongoing

The Company is working with fruit marketing agencies for exporting the fruit to Europe, Middte East and India and is striving
to create its own brand over the next few years.

Agribusiness - Integrated Sugar project in Zambia:

The integrated Sugar project has picked up pace during the year with finatisation of betow project components:

• Sugarcane ptantation in 4500 Ha

• 2500 TCD sugar ptant

• 30 KLPD distittery for manufacturing Ethyt Atcohot

• 20 MW co-gen power ptant (20 MW co-gen power ptant, which was in-operative, situated at Dharmavaram, East
Godavari District of Andhra Pradesh is being set for onward set-up through dismantting and shifting to Zambia for
Integrated Sugar Project of Kawambwa Sugar Limited as part of EPC Contract).

A brief progress made during the year is:

• Sugarcane multiplication is progressing well with current plantation in 130 Ha which will be multiplied to 4500 Ha by
March 2028

• Engineering, Procurement and Construction (EPC) work is being done intra group

• Civil construction works at the site have commenced along with township

• Debt funding of US$ 100 million is being contracted with Bilateral financial institutions and Banks.

Mineral Exploration

Manganese Ore mine in Cote d'Ivoire

The exploration studies in the allocated 340.42 sq km mine are underway, with the completion of desktop studies, geological
mapping, geochemical sampling etc. Metallurgical studies are in progress with targeted reports expected by December
2026. The focus is on securing critical inputs for long-term ferroalloy operations.

Healthcare Division - Singapore & Malaysia

The Healthcare Division in Singapore and Malaysia has sharpened its strategic focus on the commercialization of innovative
women's healthcare solutions. The business currently holds exclusive distribution rights for nine brands in Malaysia and five
brands in Singapore, with two brands commercially launched in Malaysia and one brand in Singapore.

These brands are owned by leading healthcare companies in Europe and the United States and offer strong clinical
differentiation within the rapidly growing women's health and wellness market.

The division will continue to focus on the commercialization of innovative products across niche women's health and wellness
segments. Revenue growth is expected to be driven by the phased launch of the remaining portfolio, increased market
awareness, targeted marketing initiatives, and broader customer adoption.

As part of the strategic realignment, the clinic operated by Iron Suites Pte. Ltd. ceased operations during the year and the
company is currently under voluntary liquidation overseen by an appointed liquidator. In addition, Integrative Health Services
Pte. Ltd., a subsidiary, was struck off in May 2026 following an application by the company.

DIVIDEND

During the year, MEL distributed cash by repaying the shareholder loan and dividend of US$ 175 million to both the sponsors

with Nava Global receiving US$ 114 million. Nava Global paid dividend of US$ 24 million to the Company. In order to reward its
shareholders, the Board of Directors declared an interim dividend for the financial year on the equity shares at 300% ('3.00
per equity share of '1/- each), at its meeting held on November 07, 2025.

Nava monetized part of the investment in its Wholly Owned subsidiary, Nava Global Pte. Limited, Singapore, to a tune of
approx. USD 50 million, to utilize accumulated free reserves, and boost liquidity for future acquisitions and projects with no
change in voting rights.

With the capital commitments for the commercial agriculture projects and available cash resources, the Board has
recommended a final dividend on the equity shares at 550% ('5.50 per equity share of '1/- each) for FY 2025-26, subject
to shareholders' approval at the ensuing Annual General Meeting (AGM). The recommended dividend is in accordance with
the parameters laid down in the Company's Dividend Distribution Policy and will be paid out of the profits for the year. The
aggregate final dividend payout amounts to '15,565.07 Lakhs.

For FY 2025-26, the total dividend (Interim and final) payout per share stands at '8.50/- (face value of ' 1/- each).

RESERVES

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2025-26 in the statement of
profit and loss and no amounts were proposed to be transferred to Reserves.

CAPEX AND LIQUIDITY

During the year, the Company on a consolidated basis had incurred CAPEX spend of '1,80,719 Lakhs v/s '85,190 Lakhs

during FY 25 primarily across India and Zambia towards the construction of 300 MW power plant, 100 MW Solar power
plant, Integrated Sugar plant and Avocado plantation. The Company's consolidated liquidity position is '3,44,640 Lakhs as
on March 31, 2026 comprising cash and liquid investments.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of balance sheet.

LISTING OF EQUITY SHARES

The securities of the Company are Listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Further,
the Company has no equity shares carrying differential rights.

SUBSIDIARY COMPANIES

The Company has 18 direct and stepdown subsidiaries as on March 31, 2026.

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS
110 issued by the Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Companies Act, 2013
("the Act”).

Pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the
company aLong with separate audited financiaL statements of subsidiaries are pLaced by the Company on its website at
www.navaLimited.com and a report on the performance and financial position of each of the subsidiaries included in the
consolidated financial statements pursuant to Rule 8(1) of Companies (Accounts) Rules, 2014, is enclosed as Annexure - 1 to
this report.

Statement containing the saLient features of the financiaL statements of subsidiaries for the year ended March 31, 2026 in
Form AOC-1 (Pursuant to first proviso to sub-section (3) of section 129 of the Act read with Rule 5 of Companies (Accounts)
Rules, 2014) is enclosed as Annexure - 2 to this report.

The details of the major subsidiaries are given below:

FOREIGN SUBSIDIARIES

NAVA GLOBAL PTE. LIMITED [formerly Nava Bharat (Singapore) Pte. Limited] (NGPL)

NGPL is the Company's material wholly owned subsidiary, primarily holding company for overseas strategic investments in
mining and energy businesses. Its principal investments as of March 2026 are in Maamba Energy Limited and Maamba Solar
Energy Limited in Zambia, and Nava ALLoys CI and Nava Resources CI in Cote d'Ivoire.

NGPL has received dividend income of US$ 114 million during the year and considering its capital commitments towards the
equity of MEL's Phase II power plant and MSEL's 100 MW Solar project, it distributed US$ 50 million by way of buyback of its
shares which was in addition to US$ 24 million dividend paid during the year.

During the year, NGPL made MSEL its subsidiary by acquiring 65% equity stake from MEL while 35% is held by Govt of Zambia
undertaking, ZCCM Investments Holdings PLC (ZCCM-IH) and acquired 100% holding in Nava Resources CI (Cote d'Ivoire)
from Nava Limited. NGPL made an investment of US$ 66.4 million towards its equity commitment in MEL and MSEL projects.

MAAMBA ENERGY LIMITED (MEL)

MEL is a material step-down subsidiary in Zambia with NGPL holding 65% of the equity stake while 35% is held by ZCCM-
IH. MEL pursues businesses of coaL and energy saLe in Zambia and hoLds strategic financiaL and operationaL position in the
consoLidated financials of the Company.

MEL fuLLy repaid sharehoLder Loans to both the sponsors and further paid dividend of US$ 175 miLLion during the year with
realisation of arrears of US$ 132.5 miLLion from ZESCO under ArbitraL Award.

The totaL income and PAT for the year were US$ 256.0 miLLion and US$ 81.4 miLLion respectiveLy compared to US$ 245.2
miLLion and US$ 115.56 miLLion, respectiveLy of FY25. The operationaL income grew by escaLation in tariff as aLLowed in PPA
and compLemented with gains made on saLe of properties. MEL power division is subjected to tax at 50% of appLicabLe rate
starting from this financiaL year and the deferred tax LiabiLity of US$ 29.9 miLLion recognised on unreaLised gains from the
appreciation of Zambian Kwacha has Lowered the PAT.

Energy

The 300 MW power pLant sustained the high pLant avaiLabiLity and PLF of 89.9% and 89.6% respectiveLy for FY26. Generation
made was 2,354 MUs of eLectricity, aLL of which was suppLied to the LocaL utiLity ZESCO Limited after aLLowing for auxiLiary
consumption and transmission Losses.

Phase II 300 MW power pLant is under construction with targeted commissioning of the project during the period of January-
March 2027.

Coal mining

The externaL coaL saLes grew by 6.4% to 471,976 MT with the increased demand from industriaL consumers in Zambia. The
revenue was sustained aLthough the reaLisations have marginaLLy come down whiLe the profitabiLity decLined with increase
in mining costs and forex Losses.

MAAMBA SOLAR ENERGY LIMITED (MSEL)

MSEL has been made a direct subsidiary of NGPL with 65% equity holding. 100 MW Sotar project is being developed with a
capex outlay of US$ 90 million and with commissioning expected to begin by July 2026.

Debt of US$ 63 million for the project has been futty tied-up and 100% equity contribution has been received from both the
sponsors. Debt drawn as in March 2026 was US$ 13.4 million.

NAVA ALLOYS CI (NACI)

NACI is a 100% subsidiary of NGPL for setting up ferro alloys plant and a biomass power plant. The technical studies for firing

the co-gen power plant with cocoa pod shells, cocoa wood etc have been completed. The Company is working to secure
Manganese ore supply for the project from Govt of Cote d'Ivoire. Required land of 40 Ha for the project has been identified
and is being dealt with local Govt for acquiring it.

NAVA RESOURCES CI, (NRCI)

NRCI, a 100% subsidiary of NGPL has undertaken exploration studies of a manganese ore mine spread over 340.42 sq kms

in Cote d'Ivoire and the technical studies for determining the Manganese ore reserves and quality are nearing completion.

NAVA ENERGY PTE. LIMITED (NEPL) & NAVA ENERGY ZAMBIA LIMITED (NEZL)

NEPL, the wholly owned subsidiary (WOS) and NEZL, a step-down subsidiary of the Company, continues to render quality
O&M services to MEL for its 300 MW power plant in Zambia. The O&M operations leverage upon the technical support
extended by the Company. During the year, the technical support services being rendered by Indian Subsidiaries have been
moved to the Company with commensurate income.

Qualified and experienced personnel and subcontractors have been engaged in Zambia to carry out onsite works at MEL's
power plant.

NEPL has been appointed as O&M Contractor for MEL's 300 MW phase II power plant while NEZL is appointed as O&M
Contractor for MSEL's 100 MW Solar plant.

NAVA AGRO PTE. LIMITED (NAPL)

NAPL is a wholly owned subsidiary of the Company and is the intermediate holding company in Singapore to pursue
investments in commercial agriculture and related businesses, initially in Zambia.

KAWAMBWA SUGAR LIMITED (KSL)

KSL is a Zambian step-down subsidiary which has been allocated 10,000 ha of land by the Government of Zambia to pursue
commercial Agri-ventures including processing thereof. NAPL holds 100% shareholding of KSL.

The integrated sugar project being developed with a capital outlay of US$ 200 million has gained traction during the year
with contracts awarded for major components of the project. Land development and Sugarcane plantation are progressing
well while the EPC works have been awarded to Nava Bharat Projects Limited, intra group company. The sugar project is
planned for commissioning by March 2028.

Debt funding for the project is being arranged from bilateral financial institutions.

Of 10,000 Ha land on long term lease, 2300 Ha is being transferred to Nava Avocado Limited.

NAVA AVOCADO LIMITED (NAL)

NAL is a step-down subsidiary under NAPL, developing Avocado plantation in about 1,100 Ha of land. The Avocado plantation
is being developed in 4 divisions with each division containing 100,000 plants and totalling 400,000 plants and with a capex
outlay of US$ 55 million. Entire project cost is being funded by way of equity from the Company.

Plantation in Division A & B is fully completed while it is nearing completion in Division C. Orders have been placed for the
remaining plantations and the construction of packhouse is underway with targeted completion by Aug 26. Avocado trees are
growing well and are healthy with first trial yield of 150 MT harvested and exported to South Africa.

NAVA HEALTHCARE PTE. LIMITED (NHPL)

NHPL holds investments in emerging areas of growth including the healthcare enabled services and other financial
investments being undertaken by the Company. During the year the clinic business under the step-down subsidiary, The Iron
Suites Pte Limited was closed, and the company is under voluntary liquidation with the investment made written off. Another
subsidiary Integrative Health Services Pte Limited has filed for name strike off which was approved in May 26.

During the year, Compai Healthcare Sdn Bhd was brought directly under NHPL from previous holding by Compai Pharma
Pte Limited.

HEALTHCARE ENABLED SERVICES

The healthcare products distribution Companies, Compai Pharma Pte Limited, Singapore and Compai Healthcare Sdn Bhd,
Malaysia continue to add new products to the distribution portfolio in the area of Women's Health. The group is exploring
opportunities for diversifying the business by forging new partnerships.

INDIAN SUBSIDIARIES

NAVA BHARAT ENERGY INDIA LIMITED (NBEIL)

NBEIL is a step-down subsidiary of the Company operating a 150 MW Independent Power Plant (IPP). The details on
operational performance of NBEIL for FY 2025-26 have since been given under the head "Review of Operations” above.

NBEIL also runs an Ash Products Plant for part utilization of bed Ash and fly Ash to produce premium quality bricks and

pavers. In addition, NBEIL has added the production of manganese bricks to the array of products under a conversion
arrangement with the Company, being the holding company of NBEIL.

The total income and PAT made for the year are '45,175 Lakhs and '5,927 Lakhs respectively. During the year, the Company
paid dividend of '5,000 Lakhs.

NAVA BHARAT PROJECTS LIMITED (NBPL)

NBPL is a wholly owned subsidiary of the Company and provides technical and commercial services to the group Companies.
During the year it has contracted for executing EPC Contract with Kawambwa Sugar Limited, Zambia for the Integrated Sugar
Project. It plans to expand its foray of services outside the Group.

NBPL holds 74% of equity share capital of NBEIL making it a step-down subsidiary to the Company.

The total income and PAT made for the year are '6,576 Lakhs and '5,148 Lakhs respectively. During the year, the Company
paid dividend of '2,951 Lakhs.

BRAHMANI INFRATECH PRIVATE LIMITED (BIPL)

BIPL is a subsidiary of the Company with an equity holding of 86.53%. BIPL's principal objects is to carry on the business of

infrastructural development and related activities.

There is no change in the status of pending legal cases since last report.

KINNERA POWER COMPANY PRIVATE LIMITED (KPCPL) (Associate Company)

The Company is holding 26% of equity shares in KPCPL, which is continued as specified by the National Highway Authority
of India (NHAI). As per the professed intention and there being no economic interest, the Company plans to fully off-load its
stake in KPCPL in favor of Meenakshi Infra Group as per the regulations. Accordingly, no economic interest from KPCPL is
being factored in the consolidated financials nor the accounts of KPCPL appended to the Annual report of the Company.

OUTLOOK AND FUTURE PLANS

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

CHANGE IN THE NATURE OF BUSINESS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

In accordance with the provisions of Section 134 (3) (m) of the Act, the required information relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo have been enclosed as Annexure - 3 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on CSR activities, in terms of Section 135 of the Act, and the details about the policy developed and
implemented by the Company on CSR initiatives taken during the year are enclosed as Annexure - 4 to this report. A detailed
policy on CSR is placed on the Company's website under the web link: https://www.navalimited.com/investors/policies/
corporate-governance/

ANNUAL RETURN

In accordance with Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014
(as amended), a copy of the Annual Return of the Company is placed on the website of the Company at https://www.
navalimited.com/investors/financials/annual-reports/

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Sec.188 in Form AOC-2
pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are
enclosed as Annexure - 5 to this report.

The policy on materiality of related party transactions and also on dealing with the related party transactions as approved
by the Audit committee and the Board of directors is placed on the website of the Company at https://www.navalimited.com/
investors/policies/corporate-governance/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, guarantees provided and investments made, if any, during the Financial Year ended on March 31,
2026 are enclosed as Annexure - 6 to this Report in compliance with the provisions of Section 186 of the Companies Act, 2013
read with the Companies (Meetings of the Board and its Powers) Rules, 2014. The particulars of aggregate loans, guarantees
and investments under Section 186 of the Act are disclosed in Financial Statements, which may be read as part of this Report.

CAPITAL STRUCTURE
Voting Rights

There was no change in the voting rights of the equity shareholders of the Company during the period under review.

The capital structure of the Company as on March 31, 2026 is as follows:

NAVA RESTRICTED STOCK UNIT PLAN 2023 (NAVA - RSUs 2023)

Pursuant to the approval of Members at the Annual General Meeting ('AGM') held on August 04, 2023, the Company adopted

NAVA - RESTRICTED STOCK UNIT PLAN 2023 {NAVA - RSUs 2023/ RSUs 2023}. The objective of the NAVA - RSUs 2023
is to grant Restricted Stock Units (RSUs) to the employees of the Company whether existing or future by enabling them to
participate in the ownership of the Company.

In terms of NAVA - RSUs 2023, the Company is authorized to grant not exceeding 58,00,000 RSUs in aggregate, that would
entitle the grantees to acquire equity shares, in one or more tranches, to the eligible employees of the Company and that of
its subsidiary companies. The Eligible employees shall be granted RSUs as determined by Nomination and Remuneration
Committee ('NRC').

During the financial year 2025-26, there has been no change in the NAVA - RSUs 2023 and it is in compliance with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB
Regulations'). In the financial year 2025-26, under the NAVA - RSUs 2023, 27,40,000 RSUs were granted, however no RSUs
have been vested, exercised, lapsed or forfeited.

The statutory disclosures as mandated under the Part F of Schedule - I of SBEB Regulations are available on the website of
the Company at: https://www.navalimited.com/investors/corporate-actions/restricted-stock-units/

The detailed scheme is available at the Company's website
https://www.navalimited.com/wp-content/uploads/2025/07/pcc_pdf_RSU.pdf

DISCLOSURES UNDER REGULATION 34(3) READ WITH SCHEDULE V OF THE LISTING REGULATIONS
Related party disclosure

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is
enclosed as Annexure - 7.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In compliance with Regulation 34(2)(f) of the Listing Regulations, the BRSR forms part of this Integrated Annual Report
and is accessible on the Company's website at the following link:https://www.navalimited.com/investors/financials/annual-
reports/

The report outlines the initiatives undertaken by the Company from an Environmental, Social, and Governance (ESG)
perspective. The Company has adopted the updated BRSR format and has disclosed information in accordance with the
BRSR Essential Indicators.

CORPORATE GOVERNANCE

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive, and Independent
Directors, including one Woman Independent Director, in compliance with the applicable provisions of the Companies Act,
2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Independent Directors

As prescribed under Listing Regulations and pursuant to Section 149(6) of the Act, the particulars of Non-Executive
and Independent Directors (as on the date of signing this report) are as under: Mr. K. Durga Prasad, Mr. GP Kundargi,

Dr. A. Indra Kumar, Mrs. B. Shanti Sree and Mr. Mwelwa Chibesakunda.

Changes in Directors and KMP

• Mr. Ashwin Devineni was re-designated as the Managing Director and Chief Executive Officer of the Company, effective
from May 19, 2025.

• Mr. B Srinivasa Rao was appointed as CFO w.e.f. 04.03.2026 upon the resignation of Mr. KVS VithaL as CFO effective
from 03.03.2026.

Executive Directors

Mr. Ashwin Devineni, Managing Director & CEO; Mr. Nikhil Devineni and Mr. GRK Prasad, Whole-Time Directors are the
Executive Directors on the Board of the Company.

Declarations of Independent Directors

In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has confirmed that he or she meets
the criteria of independence Laid down in Section 149(6) of the Act and is in compLiance with RuLe 6(3) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 as well as Regulation 16(1)(b) of the SEBI Listing Regulations.

Furthermore, each Independent Director has affirmed adherence to the Code of Conduct for Independent Directors prescribed
in Schedule IV of the Act, and the Board has duly taken these declarations on record after assessing their veracity.

Directors retiring by rotation

Pursuant to the provisions of the Companies Act, Mr. P. Trivikrama Prasad (DIN: 00006887) and Mr. Nikhil Devineni

(DIN:08695842) retires at the ensuing AGM and being eligible, offers themselves for re-appointment.

Directors' appointment or re-appointment in the ensuing Annual General Meeting

• The directorship of Mr. P. Trivikrama Prasad (DIN:00006887) as a Non-Executive Non-Independent Director of the
Company is proposed to continue for a period of five years effective from March 31, 2026;

• Re-appointment and remuneration payable to Mr. GRK Prasad, (DIN: 00006852) Executive Director for a period of two
years effective from June 28, 2026; and

• Re-appointment of Mr. Mwelwa Chibesakunda (DIN: 10805023) as an Independent Director of the Company for second
term of five years effective from November 14, 2026.

NUMBER OF MEETINGS OF THE BOARD

During the financial year, seven (7) meetings of the directors were held on May 16, 2025; August 14, 2025; August 26,
2025; November 07, 2025; January 05, 2026; February 05, 2026 and March 10, 2026 in compliance with provisions of the
Companies Act, 2013 ('the Act'), the Listing Regulations and Secretarial Standards.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation
of itself, the individual directors, and the mandatory committees of the Board. A structured set of criteria was adopted after
considering the inputs received from the directors. This covered various aspects of the Board's functioning, such as the
adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties,
obligations, and governance. The evaluation of the Board members is conducted annually by the Board, the Nomination and
Remuneration Committee, and the Independent Directors, with a specific focus on the performance and effective functioning
of the Board and individual directors.

The Nomination and Remuneration Committee had specified criteria for performance evaluation of Directors, Committees
and the Board as a whole and recommended the same to the Board for evaluation.

Performance indicators for evaluation of independent directors

Independent directors have three key roles - governance, control and guidance. Some of the performance indicators based
on which the independent directors are evaluated are:

• Ability to contribute towards the overall growth of the Company

• Ability to create a brand image for the Company and assist in resolving issues, if any, whenever possible

• Contribution to strategy and other areas impacting Company's performance.

And, in general, commitment to the fulfilment of a Director's obligations and fiduciary responsibilities.

The performance evaluation of each Independent or non-executive director is done by the Board annually based on criteria
specified above and also the role played other than at meetings.

The evaluation process also considers the time spent by each of the Board members, core competencies, personal
characteristics, accomplishment of specific responsibilities and expertise.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION & OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration committee identifies
persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for
their appointment and removal. The Company adopted a policy relating to the remuneration for Directors, key managerial
personnel and other senior management personal. This Policy covers the remuneration and other terms of employment for
the Company's executive team. The remuneration policy for members of the Board and for management, aims at improving
the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons
to the right jobs in the Company. The object of this Remuneration Policy is to make your Company a desirable workplace
for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to
achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

A detailed policy on remuneration of the Directors and Senior Management is placed on the Company's website under the
web link: https://www.navalimited.com/investors/policies/corporate-governance/

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

The Nomination and Remuneration committee (NRC) shall assess the independence of directors at the time of appointment,
re-appointment and the Board shall assess the same annually based on the criteria provided by NRC. The Board shall re¬
assess determination of independence when any new interests or relationships are disclosed by a Director.

The criteria of independence are as prescribed in the Act and the listing regulations and the independent directors shall abide
by the Code specified for them in Schedule IV to the Act.

THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT

The Nomination and Remuneration Committee identifies persons who are qualified to become directors, KMP and who may
be appointed in the senior management in accordance with the criteria laid down and recommend to the Board for their
appointment and removal.

A person for appointment as director, KMP or in senior management should possess adequate qualifications, expertise
and experience for the position considered for appointment. The committee decides whether qualification, expertise and
experience possessed by a person are sufficient for the concerned position. The committee ascertains the credentials and
integrity of the person for appointment as a director, KMP or senior management level and recommends to the Board his /
her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against
objective criteria and with due regard for the benefits of diversity on the Board.

COMMITTEES OF THE BOARD

Currently the Board has seven committees: Audit, Nomination and Remuneration, Corporate Social Responsibility,
Stakeholders' Relationship, Risk Management, Investment and Share allotment. The composition of the committees is in line
with the applicable provisions of the Act, Rules and the Listing Regulations and are as detailed below.

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

PARTICULARS OF EMPLOYEES

The names and other particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed as Annexure - 8 to this

Report.

Names of the top ten employees in terms of remuneration drawn and the name of every employee employed throughout the
financial year and in receipt of remuneration of '1.02 cores or more, or employed for part of the year and in receipt of '8.50
Lakhs or more per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, are enclosed as Annexure - 9 to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting
standards have been followed and there are no material departures;

b) they selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;

c) they took proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) they prepared the annual accounts on a going concern basis;

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

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

STATUTORY AUDITORS & AUDITOR'S REPORT

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Regn. no. 001076N/ N500013) were appointed as statutory
auditors of the Company for a period of 5 years (second term) by the members of the Company at their meeting held on

August 10, 2022. i.e., till the conclusion of 55^th AGM to be held in the calendar year 2027 at such remuneration as may be
mutually agreed between the Board of directors of the Company and the statutory auditors from time to time.

The Auditors' Report on the standalone and consolidated financial statements of the Company for the financial year ended
March 31, 2026 does not contain any reservation, qualification or adverse remarks and their report together with the notes
to Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act,
except as mentioned below:

FRAUD REPORTING

During the financial year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors
of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

MAINTENANCE OF COST RECORDS

During the year under review, Section 148(1) of the Act is applicable to your Company and accordingly such accounts and
records are made and maintained by the Company as specified.

COST AUDIT

The Board appointed M/s. Sagar & Associates, Cost Accountants (Firm Registration no: 000118) Hyderabad, as Cost Auditors

for conducting the audit of cost records of the Company for Steel (ferro alloys) and Electricity for the Financial Year 2025-26
on the recommendations of the Audit committee. The remuneration payable to cost auditors was ratified by the Members at
the 53^rd AGM held on August 14, 2025.

Further, the Board of directors based on the recommendations of the audit committee, appointed M/s. Sagar & Associates,
Cost Accountants (Firm Registration no: 000118), as Cost Auditors for conducting the audit of cost records of the Company for

Steel (ferro alloys) and Electricity for FY 2026-27, subject to ratification of remuneration by the members at the ensuing AGM.

INTERNAL AUDIT

The Board on the recommendations of the Audit Committee appointed M/s. K. S. Rao & Co., Chartered Accountants, at its
meeting held May 15, 2026 to conduct Internal Audit for the Financial Year 2026-27

SECRETARIAL AUDIT

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A
of the Listing Regulations. The Secretarial Audit Report for the financial year ended March 31, 2026 issued by M/s. P.S. Rao &
Associates, Practicing Company Secretaries, Hyderabad is enclosed as Annexure - 10 to this Report and it does not contain
any reservation, qualification or adverse remarks.

The Board has appointed M/s. P.S. Rao & Associates, Practicing Company Secretaries to conduct secretarial audit pursuant
to the recommendations of the Audit committee for a period of 5 years i.e. from FY 2025-26 to FY 2029-30.

Further, the Secretarial Audit report of Nava Bharat Energy India Limited (NBEIL), a material subsidiary of the Company, is

also available on the Company's website at-https://www.navalimited.com/investors/financials/annual-reports/

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments in the business operations of the Company from the financial year
ended March 31, 2026 to the date of the signing of the Directors' Report except the following:

The two Furnaces of Ferro Alloys Plant (FAP) at the Company's Manufacturing Unit located in the state of Odisha, have
been in operation for over 25 years and are due for mid-life structural inspection and maintenance. The Company as part
of its proactive asset management strategy to ensure long-term operational efficiency, safety, and reliability, has planned
a temporary shutdown of both the FAP Furnaces at the aforesaid Unit commencing on April 1, 2026, to undertake the
necessary inspection and maintenance activities in compliance with safety and regulatory requirements. During this period,
the Company's 30 MW Captive Power Plant (CPP) at the unit will continue to operate, and the power generated will be
exported to the grid through bilateral contracts. Given the expected peak summer demand and favourable market prices for
power, the Company expects improved realizations from power sales, thereby optimizing overall returns and not anticipating
any material adverse impact on its financial performance.

MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the Regulators or courts or tribunals impacting the going concern status
and the Company's operations in future, except as stated otherwise.

INSURANCE

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The
Company maintains all its records in SAP system and the workflow and approvals are routed through SAP.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company,
its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of internal audit function, the Units undertake corrective action in their respective areas and strengthen
the controls. Significant audit observations and corrective actions thereon are presented to the Audit committee of the Board
periodically.

The Board of directors of the Company have adopted various policies like related party transactions policy, whistle blower
policy, policy to determine material subsidiaries and such other procedures for ensuring orderly and efficient conduct of
its business for safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable financial information.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The details of the unclaimed dividends amounts and shares transferred to IEPF during FY2025-26 are as follows

VIGIL MECHANISM

The Company established a Whistle Blower policy & Vigil Mechanism for directors and employees to report genuine concerns
pursuant to Section 177 of the Act. The vigil mechanism provides adequate safeguards against victimisation of employees
who use such mechanism and for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The policy lays down the mechanism for conducting inquiries into whistle blower complaints received by the Company.
Employees who become aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit committee.

The details of such mechanism are communicated to all the directors and employees and it is also disclosed on the website
of the Company https:7^/www.navaLimited.com/investors/poLicies/corporate-governance/

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks
which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company
has adequate internal control systems and procedures to manage the risks. The Risk Management procedures are reviewed
by the Audit Committee and the Board on periodical basis.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution policy as stipulated under Regulation 43A of the Listing Regulations is applicable to your Company

for FY 2025-26 and is placed on the website of the Company under the web link: https://www.navalimited.com/investors/
policies/corporate-governance/

INDUSTRIAL SAFETY AND ENVIRONMENT

The Company remains committed to fostering a strong health and safety culture and utmost importance continues to be
given to the safety of personnel and equipment in all the plants of the Company. The Company reviews thoroughly the
various safety measures adopted and takes effective steps to avoid accidents. Safety drills are also conducted at regular
intervals to train the employees for taking timely and appropriate action in case of accidents.

AWARDS

Your Company received the following awards during FY 2025-26:

Telangana Operations

• Quality Award from Bureau of Indian Standards (BIS): Quality Award from the Bureau of Indian Standards (BIS) for our

Silico Manganese and Ferro Silicon products in Andhra Pradesh and Telangana states.

• Rotary India National CSR Awards-2025.

• Best Management Award from Labour Department Govt. of Telangana (HR & Admin)-2025.

Odisha Operations

• National Environment Excellence Award in CPP below 250 MW-Coal (Eastern Region) from Mission Energy Foundation.

• Kalinga Energy Excellence National Award as Winner with Five Star Rating in CPP Category - from Institute of Quality
and Environment Management Services (IQEMS).

• Kalinga Energy Manager Excellence Award 2024 for Plant Head - from Institute of Quality and Environment
Management Services (IQEMS).

• 4 Star Rating in Energy Efficiency from CII Eastern Region (CII-ER).

GREEN INITIATIVE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless
compliance by the Companies and permitted the service of Annual Reports and other documents to the shareholders through
electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications
in electronic mode to those members who have registered their email ids with their respective depositories.

Members may note that Annual Reports and other communications are also made available on the Company's website
https://www.navalimited.com/investors/financials/annual-reports/ and websites of the Stock Exchanges i.e. BSE Limited
and National Stock Exchange of India Limited.

INDUSTRIAL RELATIONS

Industrial relations have been cordial during the year under review and your directors appreciate the sincere and efficient
services rendered by the employees of the Company at all levels towards successful working of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards sexual harassment at the workplace and the details of sexual harassment
complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder are as follows:

No of Complaints Received: Nil
No of Complaints disposed off: NA

During the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the FY2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act,
1961.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all the secretarial standards issued by the Institute
of Company Secretaries of India.

CREDIT RATING

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

GENERAL

• Your directors state that no disclosure or reporting is required in respect of the following as the same were not applicable
for the Company during the year under review:

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

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

ACKNOWLEDGEMENT

The Board of Directors expresses its sincere gratitude to all customers, vendors, investors, bankers, the Government of India,
and the respective State Governments in the regions where the Company operates, for their continued support, patronage,
and cooperation. The Directors also place on record their deep appreciation for the commitment and dedicated efforts of all
employees. The Company's consistent growth and achievements have been made possible by their unwavering hard work,
unity, and support.

For and on behalf of the Board
Nava Limited

D. Ashok

Non-Executive Chairman
DIN:00006903

Place: Hyderabad
Date: May 15, 2026