The Board of Directors of Navkar Corporation Limited ("The Company" or "Navkar") is pleased to present their 18^th Annual Report
along with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

The Company's financial performance during the year ended March 31, 2026 compared to the previous financial year is
summarized below:

Financial Highlights

The total revenue of your Company stood at INR 69058.15
Lakhs for the financial year ended March 31, 2026 as
against INR 48976.03 Lakhs for the previous financial year.
The Profit before tax is INR 4868.19 Lakhs for the current
year as against Loss before tax of INR (6694.30) Lakhs in
previous financial year.

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

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

Publication and access to the Financial Statements and
Results

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

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

Operational Highlights

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

Changes in the nature of Business:

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

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

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

Significant and Material Orders Passed by the Regulators
or Courts or Tribunals:

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

2. STATE OF COMPANY'S AFFAIRS:BUSINESS OVERVIEW AND STATE OF COMPANY'S
AFFAIRS:

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

Container Freight Stations ("CFS")

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

Railway Terminals

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

Inland Container Depot

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

Container Train Operations

The company holds two Licenses issued by Indian Railway
to operate container rakes on Indian Railway Network.
The Company owns eleven BLC rakes and have taken
three rakes on long term lease for CTO line of business.
CTO business is supported by more than 3200 domestic
containers which are used for carrying cargo across various
circuits. The Company operates various domestic circuits
namely from various cement companies to terminal at
Somathane, between Somathane GCT located at Panvel
CFS and Wadharwa GCT located at ICD Morbi and various
railway good shed and both company owned terminals. The

Company is working in developing more domestic circuits
using Railway good shed which has started recently. In
addition to domestic circuit, CTO LOB also engaged in
EXIM containerized movement between Mundra port and
ICD Morbi.

Receiving of Letter of Acceptance for the Contract for
Development of Gati Shakti Multi-Modal Cargo Terminal
at Somathane

The Company has been awarded a Letter of Acceptance
from Central Railway, Divisional Office, Commercial
Department, CSMT, Mumbai, for the development of a Gati
Shakti Multi-Modal Cargo Terminal (GCT) at Somathane
under the GCT Policy, to be developed entirely on Railway
land.

As per the terms of the award, the Company is required to
complete the construction of the terminal within a period
of eighteen (18) months from the date of grant of approval
for the construction. The Railway land will be provided to
the Company on a license basis for a period of 35 years.
The estimated cost of construction of the project is
approximately ?63,21,92,373/- (Rupees Sixty Three Crores
Twenty One Lakhs Ninety Two Thousand Three Hundred
Seventy Three only).

The said project is expected to significantly strengthen
the Company's logistics infrastructure and enhance its
integrated cargo handling capabilities. It is also anticipated
to improve customer service offerings and further reinforce
the Company's strategic presence in the region.

ALTERATION OF MEMORANDUM OF ASSOCIATION AND
ARTICLES OF ASSOCIATION:

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

CORPORATE OFFICE OF THE COMPANY

The Board of Directors of the Company had, in their meeting
held on July 17, 2025, approved the shifting of the corporate
office of the Company from 13th Floor, Goodwill Infinity,
Sector-12, Kharghar, Navi Mumbai- 410210 to Seawoods
Grand Central Tower-1, 9th floor, C-wing, Sector-40, Navi
Mumbai - 400 706 Maharashtra India

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

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

4. TRANSFER TO RESERVES:

Details of reserve and surplus are provided in the Note
No16. of the Financial Statements.

5. DIVIDEND:

The Board of Directors of your Company, after considering
holistically the relevant circumstances, has decided that it
would be prudent, not to recommend any dividend for the
financial year ended March 31, 2026.

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

6. PUBLIC DEPOSIT:

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

7. INTERNAL FINANCIAL CONTROLS:

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

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

The Statutory Auditors have also examined the internal
financial controls of the Company and have submitted
an unmodified opinion on the adequacy and operating
effectiveness of the internal financial controls over financial
reporting as at March 31, 2026.

The internal auditor reports to the Audit Committee
comprising of Independent Directors. Further there were no
letters of internal control weaknesses issued by the Internal
Auditor or the Statutory Auditors during the financial year
under review.

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

8. RISK MANAGEMENT:

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

The Risk Management Policy inter-alia includes
identification and assessment of the likelihood and
impact of risk, mitigation steps and reporting of existing
and new risks associated with the Company's activities in
a structured manner. This facilitates timely and effective
management of risks and opportunities and achievement
of the Company's objectives. The Risk Management
Committee is, inter-alia, authorised to monitor and review
the risk assessment, mitigation and risk management plans
for the Company from time to time and report the existence,
adequacy, and effectiveness of the above process to the
Board on a periodic basis. The details of composition of
the Risk Management Committee, their terms of reference,
meetings held and attendance of the Committee Members
thereat during the financial year 2025-26 are provided in
the section titled 'Report on Corporate Governance', which
forms part of the Annual Report.

9. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY:

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

10. SHARE CAPITAL:

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

As on March 31, 2026 the Authorized Share Capital of
the Company is INR 2,26,00,00,000/- (Indian Rupees Two
Hundred Twenty-Six Crore) divided into 21,50,00,000
(Twenty-One Crore Fifty Lakhs) Equity Shares of INR. 10/-
(Indian Rupees Ten only) each, 50,00,000 (Fifty Lakhs) 0%
Cumulative Redeemable Preference Shares of INR. 10/-
(Indian Rupees Ten only) each and 6,00,000 (Six Lakhs) 6%
Cumulative Redeemable Preference Shares of INR. 100/-
(Indian Rupees One Hundred only) each.

As on March 31, 2026, the issued, subscribed and paid-
up equity share capital of the Company is 15,05,19,181
(Fifteen Crore Five Lakhs Nineteen Thousand One Hundred
Eighty One) Equity Shares of INR. 10/- (Indian Rupees Ten
only) each.

11. CREDIT RATING:

The details of the credit ratings during the financial year
2025-26 are as follows:

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

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

13. REQUIREMENTS FOR MAINTENANCE OF COST RECORDS

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

14. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE
COMPANY

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

Declaration by Independent Directors

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

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

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

The Independent Directors of the Company have passed
the online proficiency self-assessment test conducted by
the Indian Institute of Corporate Affairs

Performance Evaluation

Pursuant to the applicable provisions of the Act and the
SEBI Listing Regulations, the Board of your Company has
carried out an annual evaluation of its own performance
and that of its Committees as well as reviewed the
performance of the Directors individually for financial
year 2025-26. The performance evaluation of the Non¬
Independent Directors and the Board as a whole, was
carried out by the Independent Directors. The Independent
Directors also carried out evaluation of the Chairman of the
Company, considering the views of the other Non-Executive
Directors and assessed the quality, quantity and timeliness
of flow of information between the Company Management
and the Board that is necessary for the Board to effectively
and reasonably perform their duties.

Process of evaluation

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

Results of evaluation

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

Familiarisation Program for Independent Directors

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

All the Independent Directors of the Company are made
aware of their roles and responsibilities at the time of their
appointment through a formal letter of appointment, which
also stipulates terms and conditions of their engagement.
The Whole-Time Director, CFO and the Senior Management
provide an overview of the operations and familiarise the
Directors on matters related to the Company's values and
commitments. They are also introduced to the organisation
structure, constitution, terms of reference of the
Committees, board procedures, management strategies
etc.

The Board Members are apprised by the Senior Management
at quarterly Board Meetings by way of presentations which
include industry outlook, competition update, company
overview, operations and financial highlights, regulatory
updates, presentations on internal control over financial

reporting, strategic investment, etc. which not only give an
insight to the Directors on the Company and its operations
but also allows them an opportunity to interact with the
Senior Management. The Directors are also informed of the
various developments in the Company. Further the Directors
are on a quarterly basis apprised on the powers, roles and
responsibilities and constitution of the Board Committees,
its charter and terms of reference and changes therein and,
the Committee meetings held during a quarter.

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

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

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

Salient Features of this policy are as under: -

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

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

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

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

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

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

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

Directors' Responsibility Statement

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

a. In the preparation of the annual accounts for the
financial year ended March 31, 2026 the applicable
accounting standards had been followed and there are
no material departures therein;

b. They had in consultation with Statutory Auditors
selected such accounting policies and applied them
consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the
end of the financial year on March 31, 2026 and of the
profit of the Company for the financial year ended on
that date;

c. They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

e. They have laid down internal financial controls to be
followed by the Company and such internal financial
controls were adequate and were operating effectively
during the financial year ended March 31,2026;

f. They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively throughout the financial year ended March
31, 2026.

Board Meetings

During the period under review, 06 (Six) Board Meetings
were duly convened and held. The intervening gap between
the said meetings were in accordance with the provisions
of the Companies Act, 2013 read with relevant Rules made
thereunder, Secretarial Standard-I issued by the Institute
of Company Secretaries of India and provisions of SEBI

Listing Regulations. The dates of the Board meetings and
details of attendance of each director has been disclosed
in the Report on Corporate Governance forming part of the
Annual Report.

Annual General Meeting

The 17^th AGM of the Company was held on Tuesday, July
08, 2025, at 11:00 A.M. (IST) through Video Conferencing
("VC") or Other Audio-Visual Means ("OAVM").

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

Board Committees

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

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

Recommendation of Audit Committee

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

Meeting of Independent Directors

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

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

During the financial year under review, the Independent
Directors met 2 (Two) Times during the years on April 25,
2025 and March 12, 2026. All the Meetings were attended
by all the Independent Directors of the Company.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance and Operation Committee

6. Risk Management Committee

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

Audit Committee

As on March 31, 2026, the Audit Committee comprised
of three members , of whom Two Members, including
the Chairman are Independent. All the Members of the
Committee possess strong accounting and financial
management knowledge.

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

Declaration from Directors and Practicing Professional

Based on the written representations pursuant to provisions
of Section 164 of the Companies Act, 2013, received from
all the Directors of the Company, none of the directors of
the Company are disqualified to act as a Director as on
March 31, 2026.

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

16. KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the following persons have been
designated as Key Managerial Personnel ("KMP") of the
Company pursuant to the provisions of Sections 2(51) and
203 of the Companies Act 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014:

During the year under review, Mr. Arun Sharma, Chief
Executive Officer, tendered his resignation on June 05,
2025, effective from September 05, 2025, due to personal
reasons.

17. AUDITORS' AND THEIR REPORTS
Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies
Act, 2013, read with the Companies (Audit and Auditors)
Rules, 2014, as amended from time to time, M/s. Uttam
Abuwala Ghosh & Associates (FRN 111184W) Chartered
Accountants was reappointed as Statutory Auditors
of the Company for a period of five consecutive years,
commencing from the conclusion of the 16^th Annual
General Meeting to hold office till the conclusion of the 21^th
Annual General Meeting of the Company, to be held in the
calendar year 2029.

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

Unmodified Statutory Auditor Reports

The Statutory Auditors' Reports on the Annual Audited
Financial Statements for the financial year 2025-26 forms
part of the Annual Report and are unmodified i.e. they
do not contain any qualification, reservation, or adverse
remark.

Secretarial Auditor

Ragini Chokshi & co., Practicing Company Secretaries,
Mumbai is appointed as the Secretarial Auditor of the
Company for a term of five consecutive years from the
conclusion of the 17th Annual General Meeting till the
conclusion of 22^nd Annual General Meeting to be held in the
year 2030 to conduct the audit of the secretarial records
of the Company and for providing Annual Secretarial
Compliance Report, Corporate Governance Certifications
and other certifications as may be required under the SEBI
Listing Regulations.

Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial
Compliance Report for the financial year ended March 31,
2026 from Ragini Chokshi & Co. in compliance with the
Regulation 24A of the SEBI Listing Regulations and the
SEBI circular CIR/ CFD/CMD1/27/2019 dated 8^th February,
2019. The said Report has been submitted to the Stock
Exchanges within the prescribed statutory timelines. The
Annual Secretarial Compliance Report in compliance with
Regulation 24A of the SEBI Listing Regulations is annexed
to the Report on Corporate Governance and forms part of
this report.

Unmodified Secretarial Audit Report and Annual
Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial
Compliance Report for the financial year ended March
31, 2026 are unmodified i.e. they do not contain any
qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the
provisions of Section 204 of the Act read with Rules framed
thereunder for the financial year ended March 31, 2026 is
annexed to this Boards' Report as Annexure I and forms
part of the Annual Report.

Internal Audit

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

The Internal Auditor reports directly to the Chairman of
the Audit Committee. The Internal Audit function develops
an audit plan for the Company, which covers, inter-alia,
corporate, core business operations, as well as support
functions and is reviewed and approved by the Audit
Committee.

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

Cost Audit

The provisions of Cost Audit and maintenance of cost
records as specified by the Central Government under

Section 148 of the Act read with the Rules framed
thereunder, are not applicable to the Company and
hence such accounts and records are not required to be
maintained by the Company.

Reporting of frauds by Auditors

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

18. RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial
year 2025-26 with related parties were in compliance with
the provisions of the Companies Act, 2013 and SEBI Listing
Regulations. All such transactions were approved by the
Audit Committee and the Board, from time to time and
the same are disclosed in the financial statements of your
Company for the financial year under review. The Company
had obtained prior approval of the Audit Committee for all
the related party transactions during the Financial Year
2025-26 as envisaged in Regulation 23(2) of the SEBI
Listing Regulations and Section 177 of the Companies Act,
2013.

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

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

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

19. CORPORATE SOCIAL RESPONSIBILITY ("CSR”)

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

CSR Committee

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

The CSR Committee of the Company comprises of Four
Directors as on March 31, 2026 as detailed hereunder. The
Chairman of the CSR Committee is an Independent Director
and the Company Secretary of the Company acts as the
Secretary to the CSR Committee.

Details of the composition of the CSR Committee as on
March 31, 2026 is given hereunder.

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

CSR Policy

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

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

CSR Spend

During the financial year under review, the Company has
spent INR 16 Lakhs towards CSR activities as stipulated
under Schedule VII of the Act. There is no unspent CSR
expenditure as on March 31, 2026.

Impact Assessment of CSR Projects

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

However, in line with the CSR Policy, the Company voluntarily
conducts internal assessments, situational analysis, need
assessment surveys, project visits or social audits etc. to
monitor and evaluate the CSR projects of the Company.

Annual Report on CSR

Annual Report on CSR for the financial year 2025-26
including the salient features of the CSR Policy adopted by
the Company is annexed as Annexure IV of this report and
forms part of the Annual Report.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

There was no instance of such reporting received during
the financial year ended March 31, 2026 .

21. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

• Policy on Prevention of Sexual Harassment at
Workplace (POSH) and Awareness: The Company
has zero tolerance towards sexual harassment and
is committed to providing a safe environment for all.
The Company's policy is inclusive, irrespective of the
gender or sexual orientation of an individual. Pursuant
to the POSH Act, the details regarding the number of
complaints received, disposed, and pending during the
financial year 2025-26, pertaining to incidents under
the above framework/ law are as follows:

22. CORPORATE GOVERNANCE

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

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

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

24. COMPLIANCE WITH SECRETARIAL STANDARD

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

25. ANNUAL RETURN

In accordance with provisions of Section 134 of the
Companies Act, 2013 read with applicable rules made
thereunder, the Annual Return in the prescribed format is
available on the website of the Company at the link: https://
www.navkarcorp.com/upload data/Files/documents-
annual-return-2025-26.pdf

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

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

27. COMPLIANCE TO THE PROVISIONS RELATING TO THE
MATERNITY BENEFITS ACT, 1961.

The company adheres to all legal compliances pertaining
to the Company as applicable with respect to Maternity
Benefits Act, 1961 / Maternity Benefit (Amendment) Act
2017.

28. CODE OF CONDUCT FOR DIRECTORS AND KMPs

The Board of Directors of the Company has adopted the
Code of Conduct for its Directors and Senior Management
Personnel of the Company in compliance with Regulation
17(5) of the SEBI Listing Regulations. For the financial
year 2025-26, all Board members and Senior Management
personnel of the Company have affirmed the compliance
with the code as applicable to them and a declaration to this
effect signed by the Whole-time Director and forms part of
the Corporate Governance Report. The Company's Code of
Conduct for Directors and Senior Management is hosted
on the website of the Company at https://www.navkarcfs.
com/b/download/ policies/code-of-conduct.pdf. The
Declaration signed by the Whole-time Director stating that
members of the board and senior management personnel
have affirmed the compliance vide Code of Conduct of the
board and senior management is attached to the report on
corporate governance.

29. POLICIES

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

30. SHAREHOLDERS AND INVESTORS

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

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

Pursuant to Regulation 25(10) of the Listing Regulations,
the Company has taken the Directors and Officers Liability
Insurance ('D & O Insurance') policy for all the Directors,
including Independent Directors, to indemnify them
against any liability in respect of any negligence, default,
misfeasance, breach of duty, or breach of trust for which
they may be guilty in relation to the Company.

32. INSIDER TRADING CODE

The Company has instituted a mechanism to avoid
Insider Trading and abusive self-dealing in the securities
of the Company. In accordance with the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 ('SEBI PIT Regulations'), the Company
has established systems and procedures to prohibit insider
trading activity and has framed the Code of Prohibition of
Insider Trading (the "Code"). The Code of the Company
prohibits the directors of the Company and other specified

employees from dealing in the securities of the Company
on the basis of any Unpublished Price Sensitive Information
(UPSI), available to them by virtue of their position in the
Company. The objective of this Code is to prevent the
misuse of any UPSI and prohibit any insider trading activity
to protect the interests of the shareholders at large. The
Board of Directors of the Company has adopted the Code
and formulated the Code of Practices and Procedures for
Fair Disclosure in terms of the requirements of the SEBI PIT
Regulations.

The Code is available on the website of the Company
at https://navkarcorp.com/upload data/Files/policies-
code-of-conduct-and-procedures-for-fair-disclosure-of-
unpublished-price-sensitive-information.pdf

33. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
amendments thereto, are provided in the Annual Report and
is attached as Annexure V and forms an integral part of this
Report. However, as per first proviso to Section 136(1) of
the Act and second proviso of Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Report and Financial Statements are being
sent to the Members of the Company excluding the said
statement. Any Member interested in obtaining a copy of
the said statement may write to the Company Secretary at
the Registered Office of the Company.

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

34. OTHER DISCLOSURES

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

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

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

2. Disclosure with respect to voting rights not exercised
directly by the employees in respect of shares to which
the ESOP Scheme relates.

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

4. No revision of financial statements and the Board's
Report of the Company during financial year;

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

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

35. CAUTIONARY NOTE

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

36. ACKNOWLEDGEMENT

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

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

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

On Behalf of the Board of Directors
Navkar Corporation Limited

Rinkesh Roy

Chairman
DIN:07404080

Place: Navi Mumbai

Date: April 20, 2026