Navigant Corporate Advisors Ltd Directors Report

To

The Members

NAVIGANT CORPORATE ADVISORS LIMITED

The directors take pleasure in presenting the 12^th Annual report together with the Audited financial accounts for the Year ended 31^stMarch, 2024.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows:

Sr. Particulars No.	31.03.2024 (Rs. In Lacs)	31.03.2023 (Rs. In Lacs)
1. Gross Total Income	766.59	635.69
2. Less: Employees benefit expenses, Operating and Admin. Expenses	583.78	503.51
3. Profit before depreciation and Taxes	182.81	132.18
4. Less: Depreciation	6.34	7.35
5. Add: Extraordinary/Exceptional Items	8.86	2.58
6. Profit before interest and tax (PBIT)	167.61	122.25
7. Less: Interest	-	-
8. Profit before Tax (PBT)	167.61	122.25
9. Less: Taxes (including deferred tax and fringe benefit tax)	50.00	36.44
10. Profit after Tax (PAT)	117.61	85.81

FINANCIAL HIGHLIGHTS

Your directors report that for the year under review, your Company has been able to achieve total revenue of Rs. 766.59 Lacs as compared to Rs. 635.69 Lacs in the previous year. The revenue for the financial year 2024 is increased by 20.59%. PAT has increased by 37.06 % from Rs. 85.81 Lacs to Rs. 117.61 Lacs.

STATE OF COMPANYS AFFAIRS

The Company is engaged in the business of Merchant Banker. There has been no change in the business of the Company during the financial year ended 31^st March, 2024.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs 325.00 Lacs divided into 32,50,000 (Thirty Two Lakh Fifty Thousand) Equity shares of Rs 10/- each.

During the Financial year, there is no change in paid up share capital of the Company.

DIVIDEND

No dividend is being recommended by the Directors for the year ending on 31^st March, 2024. As the Board of Directors wants to plough back the profit in to the business.

DEPOSIT

During the year under review your company has not accepted any deposits from the public and therefore no information is required to be furnished in respect of outstanding deposits.

CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES ORASSOCIATE COMPANIES

Company has no subsidiaries, joint ventures or associate company. At the end of the financial year under review none of the Company have become or ceased to be subsidiaries, joint ventures or associate companies.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business.

Particulars of contract or arrangements with related parties is annexed herewith in Form AOC 2 as "Annexure - A"

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts, which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company is a SEBI Registered Category I Merchant Banking firm and accordingly Authorized to carry investments in terms of SEBI guidelines and investments are in accordance with of section 186 of the Companies Act, 2013.

TRANSFER TO RESERVES

The Company has transferred current years profit of Rs. 117.61 Lacs to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March, 2024, your Companys Board of Directors ("Board") had Five Directors comprising of Two Executive Directors and Three Independent Directors.

Changes in Director:

During the year under review

(a) Ms. Priyanka Vijlani, Non-Executive Director resigned from the Board and

(b) The Board of Directors on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Vikas Chhangani as an Additional, Executive Director and Ms. Dipali Kanabar as an Additional, Non-Executive Director, Independent Director on the Board of the Company with effect from January 31, 2024. The Board also noted that Ms. Dipali Kanabar has successfully registered herself in the Independent Directors Databank maintained by Indian Institute of Corporate Affairs. Further, the shareholders of the Company approved the appointment of Mr. Vikas Chhangani as an Executive Director and Ms. Dipali Kanabar as Non-Executive Independent Director of the Company for a term of five consecutive years with effect from January 31, 2024 to January 30, 2029 (both days inclusive) through Extra-Ordinary General Meeting held on March 11, 2024.

Accordingly, the composition of Board of Directors of the Company as on March 31, 2024 is as follows:

Name of the Directors	Category
Sarthak Vijlani	Managing Director & Promoter
Vikas Chhangani	Executive Director
Monish Hukamchand Jain	Non-Executive & Independent Director
Mahipal Singh Chouhan	Non-Executive & Independent Director
Dipali Nikunj Kanabar	Non-Executive & Independent Director

Retire by Rotation- Vikas Chhangani

In accordance with Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vikas Chhangani, Director (DIN: 10482940) of the company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, he offers himself for re-appointment.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee and Shareholders Grievance Committee.

The performance evaluation of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as participation in decision making, participation in developing corporate governance, providing advice and suggestion etc. The committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of committee composition and effectiveness of meetings.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making, contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and advice in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of Board as whole was evaluated, taking into account the views of executive and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.

MEETING OF BOARD OF DIRECTORS Number of Board Meetings in the year

During the year 5 meetings of the Board of Directors were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Sr. No. Date on which board Meetings were held

1. May 05, 2023

2. September 02, 2023

3. November 06, 2023

4. January 15, 2024

5. January 31, 2024

BOARD COMMITTEES:

There are three Committees constituted as per Companies Act, 2013. They are:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Shareholders & Investors Grievance Committee

A. Audit Committee

During the year, four (4) Audit Committee meeting were held, on 05-05-2023, 02-09-2023, 06-11-2023 and 31-01-2024.

Sr. Name No.	Designation	Position in committee	No. of Meetings Attended
1 Mr. Monish Hukamchand Jain	Independent Director	Chairman	4
2 Mr. Mahipal Singh Chouhan	Independent Director	Member	3
3 Mr. Sarthak Vijlani	Managing Director	Member	4

B. Nomination and Remuneration Committee

During the year One (1) Nomination & Remuneration Committee meetings were held on 31-01-2024.

Sr. Name No.	Designation	Position in committee	No. of Meetings Attended
1 Mr. Monish Hukamchand Jain	Independent Director	Chairman	1
2 Mr. Mahipal Singh Chouhan	Independent Director	Member	1
3 Mrs. Priyanka Vijlani*	Non-Executive and Non-Independent Director	Member	1
4 Mrs. Dipali Kanabar*	Independent Director	Member	0

*Mrs. Priyanka Vijlani was the member of the Nomination and Remuneration Committee. She has resigned from the

Board with effect from January 31, 2024 that also constitutes resignation from the Committee. Accordingly, The Committee has been reconstituted, the Board at its meeting held on January 31, 2024 appointed Mrs. Dipali Kanabar as a new member of the Committee.

C. Stakeholders Relationship Committee

During the year One (1) Stakeholders Relationship Committee meetings were held on 31-01-2024.

Sr. Name No.	Designation	Position in committee	No. of Meetings Attended
1 Mr. Mahipal Singh Chouhan	Independent Director	Chairman	0
2 Mr. Monish Hukamchand Jain	Independent Director	Member	1
3 Ms. Priyanka Vijlani	Non-Executive and Non-Independent Director	Member	1
4 Mr. Vikas Chhangani	Executive Director	Member	0

*Mrs. Priyanka Vijlani was the member of the Stakeholders Relationship Committee. She has resigned from the Board with effect from January 31, 2024 that also constitutes resignation from the Committee. Accordingly, The Committee has been reconstituted, the Board at its meeting held on January 31, 2024 appointed Mr. Vikas Chhangani as a new member of the Committee.

D. Independent Director Meeting:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Independent Directors of the company met one time during the year on 14^th March, 2024, as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

E. Key Managerial Personnel

During the year under review, there was a change in the Company Secretary and Compliance Officer of the Company, Mr. Vikas Chhangani resigned from the post of Company Secretary and Compliance Officer and Ms. Nikita Nirwan appointed with effect from January 31, 2024. As on the date of the report, the following officials are the KMPs, pursuant to the provisions of Section 203 of the Act:

• Mr. Sarthak Vijlani, Managing Director and Chief Financial Officer and

• Ms. Nikita Nirwan, Company Secretary and Compliance Officer

Policy on Directors Appointment and Remuneration

Your Directors have laid down criteria for appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Act, as a part of the Nomination and Remuneration Policy ("NRC Policy") of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

(i) To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013.

(ii) That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(iii) That such accounting policies, as mentioned in the Financial Statements as Significant Accounting Policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(iv) That proper and sufficient care has been taken 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;

(v) That the annual financial statements have been prepared on a going concern basis;

(vi) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vii) That proper system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year under review, there were no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

ANNUAL RETURN

Pursuant to Section 92 and Section 134 of the Act, the draft annual return of the Company as on March 31, 2024 is available on the website of the Company at https://www.navigantcorp.com/index.php/investor-relations/financials

AUDITORS

(I) Statutory Auditors

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Ramanand & Associates, Chartered Accountants (Firm Registration No. 117776W), were appointed as the Statutory Auditors of your Company for the first term of five years till the conclusion of 15^th Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

(II) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Nishant Jawasa & Associates, Practicing Company Secretary, have been appointed as a Secretarial Auditors of the Company. The Secretarial Audit report of the Secretarial Auditor is enclosed as "Annexure-B to this Report"

(III) Internal Auditors

The Board of Directors have appointed Mr. Ranjan Kumar, Advocate, as the Internal Auditors of the Company for FY 2023-24.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks, disclaimers or any fraud reported by the Statutory Auditors in their report on Financial Statements for the Financial Year 2023-24.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2023-24.

Particulars of Employees

Your Company had Five (5) employees as on 31^st March, 2024.

The percentage increase in remuneration, ratio of remuneration of each Director and key managerial personnel (KMP) (as required under the Act) to the median of employees remuneration, as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this report as Annexure-D.

The statement containing particulars of employees as required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the said annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO (A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy;	NIL
(ii) the steps taken by the company for utilizing alternate sources of energy;	NIL
(iii) the capital investment on energy conservation equipment.	NIL

(B) Technology Absorption:

(i) the efforts made towards technology absorption;	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development during the year 2022-23.	NIL

(C) Foreign Exchange Earnings and Outgo:

The Foreign Exchange earning in terms of actual inflows	Foreign Exchange earnings during the financial year 2023-24: Rs. 14.45 Lacs
The Foreign Exchange outgo during the year in terms of actual outflows	Foreign Exchange outgo during the financial year 2023-24: NIL

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31^st March, 2024 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable and mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the Company

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures which also covers adherence to the Companys Policies for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures. The Companys internal financial control system is commensurate with its size, scale and complexities of its operations.

DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise Platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.

VIGIL MECHANISM

In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism i.e., whistle blower policy may be accessed on the Companys website.

The policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about leakage of unpublished price sensitive information (UPSI), illegal and unethical behavior to the Chairman of the Audit Committee.

SEXUAL HARASSMENT OF WOMEN

Your Company adopted policy of "Prevention of Sexual Harassment of Women at Workplace". There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment, internal complaints committee has been set up to redress the complaints, if any.

The company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Your directors further state that during the year under review, there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:

(i) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

(ii) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Companys operations in future.

(iii) No fraud has been reported by the Auditors to the Audit Committee or the Board.

(iv) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

(v) In the course of its inspection, the Securities and Exchange Board of India (SEBI) issued an administrative warning to the Company. The warning letter, dated January 5, 2024, was received by the Company on January 8, 2024. SEBI has advised the Company to be more cautious in future in respect of due diligence for merchant banking operations to avoid such instances.

Management response:

We acknowledge the receipt of the SEBI administrative warning letter dated January 5, 2024. The Company is committed to adhering to regulatory requirements and improving its due diligence processes to prevent recurrence of such issues. We appreciate SEBIs guidance and will take all necessary steps to comply with their directives. It is important to note that there has been no adverse impact on the financial, operational, or other activities of the Company resulting from this warning letter.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort put in and co-operation extended by bankers, shareholders, employees at all levels and all other associated persons, bodies or agencies for their continued support.

For and on behalf of the Board of Directors
Sd/-	Sd/-
Sarthak Vijlani	Vikas Chhangani
Managing Director	Executive Director
DIN: 05174824	DIN: 10482940
Date: August 30, 2024
Place: Mumbai