Your directors have pleasure in presenting their 33^rd Annual Report on the business and operations of the
Company together with its Audited Accounts for the year ended March 31, 2025. The Management Discussion
and Analysis is also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2025 are as under:

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPA¬
NY’S AFFAIR:

During the year under review the total income was Rs.1,605.61/- Lacs as compared to Rs.1871.59/- Lacs of the
previous Year 2023-24. The Company has provided Rs.99.91/- Lacs for depreciation. After making all necessary
provisions for current year and after taking into account the current year net profit and total provisions for
taxation, the surplus carried to Balance Sheet is Rs.31.34/- Lacs. The Promoters, Board of Directors and entire
management team are putting their stern effort to achieve targeted turnover in the segment of infrastructure
projects.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the Business of Infrastructure Activity including supplying of RCC Pipes. The
Company is also expanding its commercial activities by actively participating in to various Government Tenders.
There was no change in the nature of the business of the Company during the year under review.

4. CHANGE OF NAME:

During the year the company has not changed its name.

5. FINANCE:

The Company has not borrowed loan from any Bank during the year under review.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 22,44,19,000.

The Company has issued 33,66,28,500 Bonus shares in the ratio of 3:2 of Rs.2/- each with the approval

shareholders via extra ordinary general meeting dated April 07, 2025 and approval for the same granted by BSE
limited w.e.f. April 21, 2025. The new equity shares issued by the company shall rank Pari-passu with the
existing shares of the company.

Further, during the year the Company has increased authorized share capital of the Company from Rs.
50,00,00,000 (Rupees Fifty Crore Only) divided into 25,00,00,000 (Twenty-Five Crore) Equity Shares of Rs. 2/-
each to Rs. 113,00,00,000/- (Rupees One Hundred Thirteen Crores only) comprising of 56,50,00,000 (Fifty- Six
Crores and Fifty Lakhs) Equity Shares of Rs. 2/- each with the approval shareholders via extra ordinary general
meeting dated April 07, 2025. Further the Company has also done sub-division (split) the nominal/face value of
each Equity Share having a present value of Rs.2/- (Rupees Two Only) each into 2 (Two) Equity Shares of face
value of Rs. 1/- (Rupees One Only) each with the approval shareholders via extra ordinary general meeting dated
April 07, 2025 and approval for the same granted by BSE limited w.e.f. April 30, 2025. Thereby the capital
structure of the Company is now as follows:

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review,

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 are not required to be disclosed.

7. DIVIDEND:

The Board of Director of the company has recommended final dividend of 0.5% Rs.0.005 per equity share of Rs.
01 each face value for the financial year 2024-25, subject to the approval of shareholders in the ensuing 33^rd
Annual General Meeting.

8. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

The Company has no subsidiaries, Associates and Joint Venture Companies.

9. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

*with effect from 20^th August, 2024
b) Director:

The following are the Director of the Company.

*Resignedw.e.f. 11 November, 2024

*Appointed as additional director (non-executive independent) w.e.f. 19^th February, 2025 and his
appointment was regularized at the Extra Ordinary General Meeting of the company held on 07 th April, 2025.

c) Appointment/Re-appointment:

• Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act,
2013, Mr. Harsh Shah (DIN: 01662085), Managing Director of the Company is liable to retire by rotation
at the forthcoming Annual General Meeting and he is being eligible offers himself for re-appointment.

• Appointment of Mr. Punit Kumar Bhavsar (DIN: 08987296) as an Executive Director of the Company at
the forthcoming Annual General Meeting

d) Changes in Directors and Key Managerial Personnel:

During the year, the following changes occurred in the Composition of Board Directors due to Appointments
and Resignations of several Directors and KMP:

e) Declaration by an Independent Director(s) and reappointment, if any:

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 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on
the Company’s Website i.e. www.navkarbuilders.com

10. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return
of the Company for the Financial Year ended on 31 March 2025 in Form MGT-7 is uploaded on website of the
Company and can be accessed at www.navkarbuilders.com

11. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year
under review forms part of the Report on Corporate Governance.

12. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met Eleven times (11). The details of the board meetings are provided in
Corporate Governance Report.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a. That in the preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment 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, 2025 and of the profit of the Company for the year ended on that date;

c. 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;

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

14. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended March 31, 2025. This is also being supported
by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial
year ended March 31, 2025.

15. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports.
Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for
any further comments under section 134(3)(f) of the Companies Act, 2013.

16. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 (“the Act”), and the Companies (Audit and Auditors)
Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. S. V. Agrawal & Co.,
Chartered Accountants, Ahmedabad were re-appointed as Statutory Auditors of the Company from
Annual General Meeting of year 2024 and that they shall hold the office of the Statutory Auditors of the
Company from the conclusion of this meeting until the conclusion of the Annual General Meeting which
will be held in the year 2029 on such remuneration as may be fixed by the Board of Directors in
consultation with them.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding
Rules framed thereunder was furnished by them towards appointment of a 5 (Five) years term.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Rupal Patel,
Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed herewith as “Annexure -A”.

Reply for qualification Remark in Secretarial Audit Report:

1. Although company has not published/advertised the financial result Financial Year 2024-25 under review
in the newspaper. However, the same was uploaded on the company website as well as BSE Portal.

2. The Company is committed to disclosure of unpaid dividend details on the prescribed form in timely
manner.

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

Risk management is embedded in your company’s operating framework. Your company believes that managing
risk helps in maximizing returns. The company’s approach to addressing business risk is comprehensive and
includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such
risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some
of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company
proactively manages these risks through forward booking, Inventory management and proactive vendor
development practices. The Company’s reputation for quality, product differentiation and service, coupled with
existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk
on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The
company is mitigating these risks through regular review of legal compliances carried out through internal as
well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various
measures including rolling out strategic talent management system, training and integration of learning and
development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the
company. However, the company has well-defined processes and procedures for obtaining approvals for
investments in new business and capacity expansion etc.

18. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the
balance amount of Rs.31.34/- lacs has been carried forward to profit & loss account.

19. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue
deposits as at March 31, 2025.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related party during the year under review.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

23. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the
Company, which are pending (except the previous years which was already disclosed) under the Insolvency and
Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts

24. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial
Institutions.

25. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 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 Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.

26. CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the
Company has not required to formulate and implement any Corporate Social Responsibility Initiatives as the
said provisions are not applicable to the Company during the year under review.

27. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will
adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement
business strategies, the manner in which the company operates and reputation as “Risks”. Further such Risks are
categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to
identify, evaluate, manage and monitoring all the three types of risks.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. During the year under review, the company retained external audit firm to review its existing
internal control system with a view of tighten the same and introduce system of self-certification by all the
process owners to ensure that internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

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

29. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements
during the year under review.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance
Report and also posted on the website of the Company.

31. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere
appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to deliver
good performance.

32. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report and is also available on the Company’s website at
www.navkarbuilders.com

33. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A
report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate
Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory
requirements are given as an “Annexure B & C” respectively to this report.

Y our Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure
that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor’s
Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part
of the Annual Report.

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

During the year conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts)
Rules, 2014, is nil.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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:

There are no material changes and commitments, affecting the financial position of the Company which has
occurred between the end of financial year as on 31^st March, 2025 and the date of Director’s Report.

36. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and
Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year
or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. Hence, no information is required to be
furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2024-25, the company has not received any complaints on sexual harassment and
hence no complaints remain pending as of March 31, 2025.

38. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act, including paid
maternity leave, continuity of salary and service during the leave period, and post-maternity support such as
nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering
an inclusive and supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.

39. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of Company
secretaries of India relating to ‘Meetings of the Board of Directors’ and General Meetings’ and ‘Report of the
Board of Directors’ respectively, have been duly followed by the Company.

40. ACKNOWLEDGMENT:

Your Directors acknowledge thanks ton to the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and
other business partners for the excellent support received from them during the year. The Directors place on
record their sincere appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.

Date: 01/09/2025 By Order of the Board of Directors

Place: Ahmedabad For Navkar Urbanstructure Limited

(Formerly Known as Navkar Builders Limited)

Sd/- Sd/- Sd/-

Harsh Shah Pinki Sagar Vijay Amulwani

Managing Director Director& CFO C om pany Secretary

DIN: 01662085 DIN: 08113318