Your Directors present their thirty-sixth Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2022.

(2) DIVIDEND :

Your Directors have recommended a final dividend of ' 1.50 (75 %) per share for the financial year ended 31st March, 2022.The dividend so recommended, if declared works out to 23.14% of Net Profit of the Company. The dividend on equity shares is subject to the Shareholders' approval at the 36th Annual General Meeting.

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted Dividend Distribution Policy('Policy').The Policy is attached to this Report as Annexure 'A' and the same is also available on the Link of the Company's website at https://www. navneet.com/pdfs/Corporate_Governance_Policies/ Dividend-Distribution-Policy.pdf

(3) OPERATIONS :

The Company achieved a total revenue (including other income) of ' 1,08,071 Lakhs during the year under

review against ' 81,749 Lakhs achieved in the previous financial year 2020-21. The EBITDA for the year under review stood at ' 19,035 Lakhs as against ' 12,585 Lakhs in the previous financial year. After providing ' 3,270 Lakhs towards depreciation, ' 4,424 Lakhs for Income Tax, ' 863 Lakhs deferred tax charge and ' 28 Lakhs as short provision of tax of earlier years, the Company achieved Net Profit before OCI and after exceptional item of ' 14,662 Lakhs for the financial year ended 31st March, 2022 as against ' 6,163 Lakhs achieved in the previous financial year on standalone basis.

(4) PERFORMANCE OF DIVISIONS :Content Publishing Division:

The Company's content publishing division clocked a turnover of ' 37,151 Lakhs during the year under review as compared to ' 29,464 Lakhs achieved in the previous financial year. There was a growth of about 26% over the last year.

Stationery Division:

The Company's stationery division achieved a turnover of ' 68,459 Lakhs during the year under review as against turnover of ' 50,674 Lakhs of the previous financial year 2020-21. There was a growth of about 35% over the last year.

(5) FINANCING :

During the year under review, the Company has issued Commercial Papers (CPs) to meet working capital requirements. As on 31st March 2022, the outstanding amount of CPs was ' 6,000 Lakhs. The other financing requirements of the Company has been met through working capital loans from multiple banks.

(6) BUY BACK OF SHARES :

The Company bought back 26,57,319 equity shares at a price not exceeding ' 100/- per share from the shareholders of the Company from the open market through the stock exchange mechanism. The paid up share capital accordingly stood reduced to '45,24,26,362/- divided into 22,62,13,181 equity shares of ' 2/- each.

(7) DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 134(3) (c) of the Companies Act, 2013 your Directors hereby state:

• that in the preparation of annual financial statements for the year ended 31st March, 2022, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures, if any;

• that the Directors had 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 and loss of the Company for that period;

• that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• that the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(8) DIRECTORS AND KEY MANAGERIAL PERSONNELS :

Shri Kamlesh S. Vikamsey (DIN: 00059620), Shri Raju H. Gala (DIN: 02096613) and Shri Anil D. Gala (DIN: 00092952), Directors of the Company, retire by rotation and, being eligible offer themselves for reappointment. Shri Mohinder Pal Bansal, had tendered his resignation as a Director of the Company with effect from 31st March, 2022. The Board of Directors placed on record its appreciation for valuable contributions made by him during his association with the Company. Further, the Board of Directors upon recommendation of Nomination and Remuneration Committee appointed Shri K. I. Viswanathan (DIN: 09572232) as an Additional Director in the category of Independent Director with effect from 18th May, 2022.

Shri Deepak L. Kaku resigned as the Chief Financial Officer of the Company and Key Managerial Personnel with effect from 31st January, 2022. The Board of Directors placed on record its appreciation for the services rendered by him during his tenure with the Company. Consequently, pursuant to the recommendations of Nomination and Remuneration Committee and the Audit Committee, the Board of Directors appointed Shri Kalpesh D. Dedhia as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 1st February, 2022.

(9) RISK MANAGEMENT POLICY :

As required under Section 134(3)(n) of the Companies Act,2013 and Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Risk Management Committee was in place.The Company has formulated a Risk Management Policy to identify, evaluate and mitigate the various business risks that

the Company may face during its functioning. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

(10) CORPORATE SOCIAL RESPONSIBILITY :

The year 2021-22, brought in hope while still fighting through the pandemic. The focus of company's CSR was to support individuals and groups to restart normalising work and life. Community work in various sectors of intervention started reshaping, forming new strategies to sail through COVID - 19 and come out as winners.

Education

The schooling and learning was affected by lockdown situations from COVID-19 Pandemic. Methods of education changed as students accessed online studies and support was extended to institutes, teachers and students to adopt the new normal. During this year, in many regions other than metro cities, regular schools had started operating. However, the income source of parents was on slower track than the usual. The company supported students with education fees, school kits and bags.

Children under treatment for cancer were supported with coaching and education fees. Their health challenges make it difficult for these children to attend schools. It is during these times, counselling and support to 23 children and parents help students to continue their education. Support for higher studies to ensure girls and boys complete their graduation to secure their future is most vital. Youth pursuing graduation degrees were helped with their institutional fees. Such 31 youths were supported. Education of girls and mentoring to support them to continue their education and build their personality and life skills, 50 girls were supported with their education fees and mentoring and coaching. 271 Children belonging to under privileged families were supported with educational fees.

Digital education was key to reaching out to children during lockdown imposed during pandemic. It was a challenge in rural remote villages to involve children in study classes. The digital platform made education accessible to the marginalised 1,418 children.

An initiative for coaching underprivileged youth for entrance exams was supported at Dahanu. More than 1,126 books were provided to set up library for this centre. The tribal students in the region have access to coaching and free books for preparation of UPSC and MPSC exams. A Book is a best friend, offering this opportunity to children in villages through library. Support was provided to set up 10 libraries for children in 10 villages in Gujarat. Practical physical education involved 350 students participating in learning theory and practice of physical health in relation to sports.

Girls and young women living in slums of South Mumbai have been trained in Tailoring skills. These 22 youngsters aspire to start their own business or joining garment making companies.

In 3 villages, a box library was started for children between age 5 to 15 years. Children manage the library and about 90 children access this to enhance their reading and language skills.

Experiential learning is the best method of education. A Vijaynagar zilla parishad school in district Satara was supported for developing kitchen garden. This 400 sq ft space in the school premises is now turned in learning and growth opportunity for children. Healthy eating starts with an understanding of fruits and vegetables.

the Company may face during its functioning. The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary action to mitigate the same.

(10) CORPORATE SOCIAL RESPONSIBILITY :

The year 2021-22, brought in hope while still fighting through the pandemic. The focus of company's CSR was to support individuals and groups to restart normalising work and life. Community work in various sectors of intervention started reshaping, forming new strategies to sail through COVID - 19 and come out as winners.

Education

The schooling and learning was affected by lockdown situations from COVID-19 Pandemic. Methods of education changed as students accessed online studies and support was extended to institutes, teachers and students to adopt the new normal. During this year, in many regions other than metro cities, regular schools had started operating. However, the income source of parents was on slower track than the usual. The company supported students with education fees, school kits and bags.

Children under treatment for cancer were supported with coaching and education fees. Their health challenges make it difficult for these children to attend schools. It is during these times, counselling and support to 23 children and parents help students to continue their education. Support for higher studies to ensure girls and boys complete their graduation to secure their future is most vital. Youth pursuing graduation degrees were helped with their institutional fees. Such 31 youths were supported. Education of girls and mentoring to support them to continue their education and build their personality and life skills, 50 girls were supported with their education fees and mentoring and coaching. 271 Children belonging to under privileged families were supported with educational fees.

Digital education was key to reaching out to children during lockdown imposed during pandemic. It was a challenge in rural remote villages to involve children in study classes. The digital platform made education accessible to the marginalised 1,418 children.

An initiative for coaching underprivileged youth for entrance exams was supported at Dahanu. More than 1,126 books were provided to set up library for this centre. The tribal students in the region have access to coaching and free books for preparation of UPSC and MPSC exams. A Book is a best friend, offering this opportunity to children in villages through library. Support was provided to set up 10 libraries for children in 10 villages in Gujarat. Practical physical education involved 350 students participating in learning theory and practice of physical health in relation to sports.

Girls and young women living in slums of South Mumbai have been trained in Tailoring skills. These 22 youngsters aspire to start their own business or joining garment making companies.

In 3 villages, a box library was started for children between age 5 to 15 years. Children manage the library and about 90 children access this to enhance their reading and language skills.

Experiential learning is the best method of education. A Vijaynagar zilla parishad school in district Satara was supported for developing kitchen garden. This 400 sq ft space in the school premises is now turned in learning and growth opportunity for children. Healthy eating starts with an understanding of fruits and vegetables.

More than 10 varieties of fruits, vegetables and shrubs, that provide not only learning but nutrition to children in their meals is available to students. More than 50 children and their parents participated in development of this kitchen garden. Parents helped in levelling the land, extending water support and upkeep of the garden.

Another school was supported with supply of green boards, an important tool for teaching. Enhancing school facilities helps teachers to reach out to children and make learning interesting.

Special needs children who take shelter at a special needs school with boarding were happy to come back to school after lockdown was called off. About 34 girls with special needs were supported for all their meals through the year. They have also started kitchen garden which helps them not only learn about science of plants and nutrition but also give them hands-on experience on the subject. Also, 5 during early detection camps for special needs children, 350 individuals were given food. These day long camps help early detection of mental growth of children thus providing platform for families to start intervention at early stage. It helps enhance development in children.

Hostel facility is now accessible with support for development for 135 underprivileged aspiring youth pursuing higher education during the year. This facility is available in Ahmedabad, Gujarat at a minimum annual fee for accommodation.

During pandemic, teachers have played an important role in continuing the education for children. They have overcome the challenges brought in by technology and connected with children keeping them motivated. Due to loss of income source, many parents were unable to pay the fees, thus creating a lack of resource to pay teachers' salary. Support was provided by payment of salary of 86 teachers who reached out to 2200 students in Gujarat.

Teachers' Training Program

During the first phase of pandemic, 'NavDisha', was launched to facilitate the teachers meet the challenges of the new learning and teaching situations. Webinars and online training empowered teachers with changing government resolutions impacting schools, important updates, information and developments brought in by the pandemic situations and education policies.

'Bridging the Gap', an online guidance program for students of Grade VIII to X was accessed by 27,263 facilitate revision of lessons in the curriculum. Webinars were relaunched and used by 10,165 Class X students on language and social studies and science and maths subjects.

NavDisha has reached out through social media to teachers and students.

Health and Medical Care

The Company has supported development of a medical centre that provides service in over 15 faculties. Every day more than 180 patients avail the services. All through he year, 2,400 people from marginalised communities availed the services..

Weekly 2,933 patients in 10 tribal villages provided medical treatment through mobile medical care services. The tribal villages do not have easy access to medical care. An initiative that ensured accessibility of first aid medical care in 10 villages of Vasai -Virar Taluka.

Dental health camp was supported where more than 200 patients received treatment and underwent surgeries.

During COVID 19 Pandemic, the villagers were finding it difficult to procure health care facilities due to loss of

job and inaccessibility of transport. It was during this time, first aid boxes were made available to 20 villages reaching out to a population of 4000. This program was accessible to the villagers through Arogya Mitra -Village level volunteer who volunteered during crisis.

With most of the health service providing organisations coming back to normal working post COVID pandemic, the load of surgeries and treatment increased. This created need for enhancement of infrastructure facilities. Sion Hospital was supported with two automatic operation tables.

Marginalised communities avail medical services and such 47 patients benefited by support extended to them for bearing their treatment expenses. Another 53 patients suffering from tuberculosis were supported with nutritious food kits through the year. Nutritious food is key to the treatment process for TB recovery. Over 1,000 dialyses were supported for kidney patients.

Every year, Navneet Mega Medical Camp is organised in Gujarat where about 4,000 patients accessed medical services that included treatment of ailments and surgeries.

Another medical camp service was made accessible for patients living in remote villages. More than 280 surgeries were conducted where patients were brought in from these isolated villages to health and medical care centre. This was supported by providing comfortable transport facilities for each patient to and

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Enhancing infrastructure facility helps reach out to wider communities making quality health services accessible to underprivileged sections of the society. One such health care service provider facility was supported with CT Scan machine. This facility helped 2,224 patients to access diagnostic service at lower costs. Health care facilities were enhanced by donation of ventilators to 3 hospitals to provide quality services that was accessed by 1,173 beneficiaries admitted in ICU centres.

Others

Animal Welfare

The Company supported 21 Gaushalas to secure food, shelter and medical care for the Abandoned, rescued, special needs large and small animals that were homed in these Gaushalas. These shelters reach out to over 3,700 animals, feeding and caring for them every day. Medical care given includes majour and minor surgeries, treatment and rehabilitation of large and small animals.

this year in a village. Work of desilting was done in 9 structures in the basin area of river Rukmavati. Farmers participated with providing their trucks to carry the excavation soil with around 1200 trips. Till end of year, around 18,269 CuM capacity was enahnced for water conservation for the coming monsoon. Work on 17 ponds deepening was carried out with participation of villagers in a village. 50 farmers offered their tractors for distribution of desilting work and the rich soil excavated was used by 400 farmers in the village. The benefits of this initiative would benefit 5594 families in Moti Rayan village.

Tribal villages in Vasai Virar taluka have terrain and soil that bring challenges to access water for drinking and agriculture. As these villages are closer to sea and creeks, the high salinity in soil is not conducive for crop cultivation. Rain water harvesting was the first step towards water conservation in the region. Roof water harvesting systems were installed in 7 villages. This has resulted in conservation of 7 lakhs litres of water at bore wells and hand pumps during the monsoon season in the villages. This initiative has helped 350 families get respite from water crisis during summers.

During the pandemic, we learnt the importance of oxygen as life saver. Hence, it was important to enhance the capacity of nature by planting more trees. In tribal villages, as civilisation and development increases, depletion of trees and forest happens. The task of restoring the environment with plantation of 100 trees in 4 villages was taken up with participation of villagers. Villagers have taken up the ownership of caring for the saplings to see it grow into a tree.

Community Development

Work with farmer communities in the tribal villages in Vasai Virar taluka emphasised the need for better working tools for better yield. Most of the farmers had broken agricultural tools. The pandemic and flood effects in the region lead to low income which did not facilitate purchase of new tools. More than 300 farmers from 20 villages were provided 'Agriculture Tool Kit' consisting of Kudal, Favda, Ghamela, Vila and others.

Sports

Sports play an important part in chiselling the character of individuals. This opportunity is accessible to

underprivileged children in suburban Mumbai. Cricket coaching is provided to over 320 girls and boys. Coaching is incomplete without quality equipment for practice. To encourage children to follow their aspirations and sport of their passion, each child is provided with cricket training kit with support of the Company. CSR annual report is annexed as Annexure 'B'.

(11) NOMINATION AND REMUNERATION POLICY :

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy (NRC Policy) which has been uploaded on the Company's website.

The salient features of the NRC Policy are as under:

i) Setting out the objectives of the Policy;

ii) Definitions for the purposes of the Policy;

iii) Policy for appointment and removal of Director, KMP and Senior Management ;

iv) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel;

v) criteria for selection and appointment of Board members.

(12) BOARD MEETINGS :

Five (5) Board Meetings were held during the Financial Year ended 31st March, 2022. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

(13) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY :

The Company has maintained a proper and adequate system of internal controls. The Company's internal control procedures which includes internal Financial Controls, ensure compliance with various policies, practices and statutes and keeping in view the organisation's pace of growth and increasing complexity of operations. This ensures the safeguarding of assets and properties of the Company and protects against unauthorised use and disposal of the assets. The

Company's internal control system commensurate with the nature and size of its business operations. The internal auditor's team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.

(14) INDEPENDENT DIRECTORS :

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) that they meet and are in compliance with the criteria of independence as laid down in Section 149(6) of the Companies Act,2013. 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.

(15) RELATED PARTY TRANSACTIONS :

The Company has adopted a policy on Related Party Transactions and dealing with Related Party Transactions which is uploaded on the website of the Company.

All related party transactions that were entered into during the financial year 2021-22 were at arm's length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions were entered into only with prior approval of the Audit Committee. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Disclosure of transactions with Related Parties are provided in the notes to accounts accompanying to the financial statements. Since all related party transactions entered into by the Company were in the

ordinary course of business and at arm's length basis, Form AOC- 2 is not applicable to the Company.

(16) PERFORMANCE OF SUBSIDIARIES AND ASSOCIATES :

a) Navneet Futuretech Limited (formerly known as eSense Learning Limited)

The name of subsidiary was changed to Navneet Futuretech Limited. The total income of FY 2021-22 was ' 1,061 Lakhs as against ' 1,046 Lakhs for FY 2020-21. The total comprehensive loss incurred for FY 2021-22 was ' 1,912 Lakhs as against total comprehensive loss of ' 1,419 Lakhs for FY 2020-21.

b) Indiannica Learning Private Limited

Indiannica Learning Private Limited achieved higher total income of ' 5,467 Lakhs for FY 2021-22 as against ' 3,116 Lakhs for FY 2020-21. The total comprehensive loss for FY 2021-22 stood reduced to ' 591 Lakhs as against total comprehensive loss of ' 2,571 Lakhs in FY 2020-21.

c) Navneet (HK) Limited

This subsidiary was incorporated in January, 2017. The Company holds 70% of its paid up equity share capital. This subsidiary's total income was ' 523 Lakhs in FY 2021-22.

d) Navneet Tech Ventures Private Limited

Navneet Tech Ventures Private Limited ('NTVPL) was incorporated in March, 2021 to setup, own and operate Technology based and driven education in India. NTVPL became wholly owned subsidiary of the Company in June, 2021. NTVPL has incurred a loss of ' 45 Lakhs for the financial year ended 31st March, 2022.

e) Navneet Learning LLP

The Company holds 93% of voting rights and equivalent share in profit / loss in Navneet Learning LLP ('the LLP'). After considering administrative expenses, the LLP incurred a loss of ' 39,120 for the financial year ended 31st March, 2022.

f) Genext Students Private Limited

Genext Students Private Limited is engaged in the business of giving tutoring services to students

through web/ mobile. The total income for FY 2021-22 was ' 53 Lakhs as against ' 39 Lakhs for FY 2020-21. The total comprehensive deficit for FY 2021 -22 was ' 321 Lakhs as against ' 309 Lakhs for FY 2020-21.

g) Carveniche Technologies Private Limited

Carveniche Technologies Private Limited is an education technology company engaged in the business of AI based learning platform, interactive content and physical Math & logic boxes for children in the age group of 3-14 years. The total income generated for FY 2021-22 was ' 216 Lakhs as against ' 194 Lakhs for FY 2020-21. The total comprehensive loss of ' 220 Lakhs for FY 2021-22 as against the total comprehensive income of ' 17 Lakhs for FY 2020-21. The numbers for FY 2021-22 are unaudited and as certified by the management of this associate company.

h ) K12 Technologies Private Limited

The total income generated for FY 2021-22 was ' 16,568 Lakhs as against ' 10,915 Lakhs for FY 2020-21. The total comprehensive loss for FY 2021-22 was ' 3,257 Lakhs as against total comprehensive income of ' 311 Lakhs. The numbers for FY 2021-22 are unaudited and as certified by the management of this associate company.

(17) CONSOLIDATED FINANCIAL STATEMENT :

In accordance with the provisions of Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Accountig Standards, the Audited Consolidated Financial Statements for FY 2021-22, together with report of Statutory Auditors thereon, form part of this Annual Report.

(18) LISTING OF SECURITIES :

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with security ID 508989 and symbol of NAVNETEDUL respectively. The outstanding Commercial Papers issued are listed on NSE under separate security ID for each tranche. The Company confirms that the annual listing fees to BSE and NSE for the financial year 2022-23 have been paid.

(19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given the note number 9 to the standalone financial statements of the Company.

(20) BOARD EVALUATION :

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration various aspects of Board's function, composition of the Board and its committee, culture, execution and performance of specific duties, obligations and governance.

The following were the Evaluation Criteria:

a) For Independent Directors: -

Knowledge and Skills - Professional Conduct -Duties, Role and Functions - Fulfillment of the Independence Criteria; and

b) For Executive Directors: -

Performance as Team Leader/Member - Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Set Key Goals and Achievements -Professional Conduct and Integrity - Sharing of Information with the Board.

The Board of Directors expressed its satisfaction with the evaluation process.

(21) REPORTING OF FRAUDS :

No instances of fraud were reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013.

(22) TRANSFER OF SHARES TO IEPF :

During the financial year under review the Company transferred 59,571 equity shares to Investor Education and Protection Fund Authority (IEPF) as required under Section 124 of the Companies Act, 2013 in respect of which dividend has not been encashed by the shareholders for seven consecutive years or more. Details of the shares so transferred have been uploaded on the website of IEPF as well as the Company.

(23) WHISTLE BLOWER POLICY :

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company.

(24) ANNUAL RETURN :

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act,2013, the Annual Return (Form MGT -7) is available on the Company's website at the link https:// navneet.com/pdfs/Annual_Return/Form_MGT_7.pdf

(25) SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act,2013 and read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, the Company engaged the services of CS Sunil M. Dedhia (COP No.2031), Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2022. The Secretarial Audit Report in Form MR- 3 is attached as Annexure 'C' forming part of this Report.

(26) SUBSIDIARIES AND ASSOCIATES :

During the year under review, Navneet Tech Ventures Private Limited became wholly owned subsidiary of the Company and Navneet Edutech LLP ceased to be a subsidiary. During the year under review, Genext Students Private Limited ('Genext') became a subsidiary of Navneet Tech Ventures Private Limited ('NTVPL'), a wholly owned subsidiary of your Company, and as a result, Genext became a subsidiary Company (stepdown subsidiary) of your Company also. Further, during the year under review, Genext ceased to be a subsidiary of NTVPL and became a subsidiary of Navneet Futuretech Limited (earlier known as eSense Learning Limited) ('NFL!). Since NFL is also a wholly owned subsidiary of your Company, Genext will continue to remain a subsidiary of

your Company. During the year under review, Carveniche Technologies Private Limited (Carveniche) became an associate company of your Company through NTVPL. A statement containing salient features of the financial statement of subsidiaries and associates in the prescribed format AOC-1 is included in the report as Annexure 'D' and forms part of this Report.

(27) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company has a familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. and the same is available on the website of the Company.

(28) REGISTRATION OF INDEPENDENT DIRECTORS ON DATABANK OF INDEPENDENT DIRECTORS' :

As per the notification issued by the Ministry of Corporate Affairs namely Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 in respect of compliances for Independent Directors which have come into effect from 1st December, 2019, all Independent Directors of the Company have registered themselves with the 'Databank for Independent Directors' created and maintained by the Indian Institute of Corporate Affairs website.

(29) CORPORATE GOVERNANCE :

Pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report and marked as Annexure 'E'.

(30) TRANSFER TO GENERAL RESERVES :

The Company has not transferred any amount to General Reserves and retained the profits in Retained Earnings.

(31) STATUTORY AUDITOR :

At the 31st Annual General Meeting (AGM)held on 3rd August, 2017, the Members had approved the appointment of M/s N. A. Shah Associates LLP (Firm Registration No. 116560W/W100149), Chartered Accountants as Statutory Auditor of the Company to examine and audit the accounts of the Company for five consecutive financial years between 2017-18 and 2021-22. Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, and based on the recommendations of the Audit Committee, it is proposed to reappoint M/s N. A. Shah Associates LLP as Statutory Auditor for a second term of five years commencing from the conclusion of 36th AGM till the conclusion of 41st AGM of the Company to be held in the year 2027, to examine and audit the accounts of the Company for the financial years between 2022-23 and 2026-27. M/s N. A. Shah Associates LLP have, pursuant to Section 139 of the Act, provided written consent and furnished a certificate regarding their eligibility for re-appointment.

A resolution seeking approval of the Members for re-appointment of M/s N. A. Shah Associates LLP as Statutory Auditor of the Company forms part of the Notice of 36th AGM of the Company.

(32) AUDITORS' REPORT :

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their report requiring explanation or comments from the Board of Directors as required under Section 134(3) of the Companies Act, 2013.

(33) BUSINESS RESPONSIBILITY REPORT :

Business Responsibility Report is forming part of the Annual Report of the Company for the financial year 2021-22 and marked as Annexure 'F'.

(34) PARTICULARS OF EMPLOYEES :

Disclosure pertaining to remuneration as per Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 'G' to this report. However, as per the

provisions of Section 136(1) of the Companies Act, 2013, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

(35) MANAGEMENT DISCUSSION AND ANALYSIS :

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report forms part of this Report.

(36) CREDIT RATING :

During the year under review CRISIL has reassigned CRISIL A1 (pronounced CRISIL A one Plus) rating to the Commercial Paper programme of the Company. The instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

During the year under review CARE Ratings has reaffirmed CARE AA (pronounced CARE Double A Plus) rating to the Long /Short Term Bank facilities of the Company. The bank facilities covered with this rating are considered to have very strong degree of safety regarding timely payment.

(37) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS :

No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

(38) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Company did not receive any complaint during financial year 2021-22.

(B) TECHNOLOGY ABSORPTION, ADOPTATION AND INNOVATIONResearch & Development(1) Efforts in brief towards technology absorption, adaptation & innovation

Through visits of technical personnel to developed Western countries, the Company keeps abreast with the advanced Technology Development and through specific programmes introduces, adopts and absorbs these sophisticated technologies.

(2) Benefits derived as a result of the above efforts

In view of the above, the Company has been able to achieve a higher production, accuracy and perfection in printing.

(3) In case of Imported Technology

(i) Technologies _{None, the}

Imported

Company has

(ii) Year of Import

not imported

(iii) Has the technology

been fully absorbed? ' ^{any tec noogy}

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company's export turnover is ' 46,677 Lakhs Total Foreign Exchange earned and used :

(i) Foreign Exchange earned : ' 46,061 Lakhs

(ii) Foreign Exchange used : ' 2,068 Lakhs

(44) ACKNOWLEDGEMENT :

The Directors express their thanks to shareholders, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.