naapbooks ltd share price Auditors report


To,

The Board of Directors

Naapbooks Limited

(Formerly known an Naapbooks Private Limited)

3rd Floor, Broadway Business Center,

Above V-Mart, Law Garden

Ahmedabad - 380006

1. We have examined the attached restated financial information of Naapbooks Limited, (Formerly known an Naapbooks Private Limited) (hereinafter referred to as "the Company") comprising the restated statement of assets and liabilities as at March 31, 2021, 2020, 2019 and 2018, restated statement of profit and loss and restated cash flow statement for the financial year ended on March 31, 2021, 2020, 2019 and 2018 and the summary statement of significant accounting policies and other explanatory information (collectively referred to as the "restated financial information" or " restated financial statements") annexed to this report and initialed by us for identification purposes. These restated financial statements have been prepared by the management of the Company and approved by the board of directors at their meeting in connection with the proposed Initial Public Offering on Start-ups Platform ("IPO" or "Start-up IPO") of BSE Limited ("BSE") of the company.

2. These restated summary statements have been prepared in accordance with the requirements of:

(i) Section 26 of Part - I of Chapter III of Companies Act, 2013 (the "Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");

(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("Guidance Note")

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for inclusion in the DRHP to be filed with BSE Limited in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure IV to the Restated Financial Statements. The responsibility of the board of directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The board of directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

4. We have examined such restated financial statements taking into consideration:

(i) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with the proposed Start-up IPO;

(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements;

(iv) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

5. The restated financial statements of the Company have been extracted by the management from the audited financial statements of the Company for the year ended on March 31, 2021, 2020, 2019 and 2018.

6. Audit for the financial year ended March 31, 2020 and March 31, 2019 was conducted by M/s. Pankaj Kumar J & Co and for the financial year ended on March 31, 2021 and 2018 was conducted by us. There are no audit qualifications in the audit reports issued by the statutory auditors for the financial year ended on March 31, 2021, 2020, 2019 and 2018 which would require adjustments in the restated financial statements of the Company. The financial report included for these years is based solely on the report submitted by them. Further financial statements for the financial year ended on March 31, 2021 and March 31, 2020 have been re-audited by us as per the relevant guidelines.

7. Based on our examination and according to information and explanations given to us, we are of the opinion that the restated financial statements:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial year ended on March 31, 2021, 2020, 2019 and 2018.

b) do not require any adjustment for modification as there is no modification in the underlying audit reports;

c) there are no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.

d) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.

8. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:

(i) The "restated statement of asset and liabilities" of the Company as at March 31, 2021, 2020, 2019 and 2018 examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(ii) The "restated statement of profit and loss" of the Company for the financial year ended on March 31, 2021, 2020, 2019 and 2018 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(iii) The "restated statement of cash flows" of the Company for the financial year ended on March 31, 2021, 2020, 2019 and 2018 examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.

9. We have also examined the following other financial information relating to the Company prepared by the management and as approved by the board of directors of the Company and annexed to this report relating to the Company for the financial year ended on March 31, 2021, 2020, 2019 and 2018 proposed to be included in the Draft Prospectus / Prospectus ("Offer Document").

Annexure to restated financial statements of the Company:-

i) Summary Statement of Assets and Liabilities, as restated as appearing in ANNEXURE I;

ii) Summary Statement of Profit and Loss, as restated as appearing in ANNEXURE II;

iii) Summary Statement of Cash Flows as restated as appearing in ANNEXURE III;

iv) Corporate Information, Significant accounting policies as restated and Notes to reconciliation of restated profits as appearing in ANNEXURE IV;

v) Details of Share Capital as restated as appearing in ANNEXURE V to this report;

vi) Details of Reserves and Surplus as restated as appearing in ANNEXURE VI to this report;

vii) Details of Long-Term Borrowings as restated as appearing in ANNEXURE VII to this report;

viii) Details of Short-Term Borrowings as restated as appearing in ANNEXURE VIII to this report;

ix) Details of Trade Payables as restated as appearing in ANNEXURE IX to this report;

x) Details of Other Current Liabilities as restated as appearing in ANNEXURE X to this report;

xi) Details of Property Plant and Equipment as restated as appearing in ANNEXURE XI to this report;

xii) Details of Non-Current Investments as restated as appearing in ANNEXURE XII to this report;

xiii) Details of Deferred Tax Assets (net) as restated as appearing in ANNEXURE XIII to this report;

xiv) Details of Long Term Loans and Advances as restated as appearing in ANNEXURE XIV to this report;

xv) Details of Inventories as restated as appearing in ANNEXURE XV to this report;

xvi) Details of Trade Receivables as restated as appearing in ANNEXURE XVI to this report;

xvii) Details of Cash and Cash Equivalents as restated as appearing in ANNEXURE XVII Ito this report;

xviii) Details of Short Term Loans and Advances as restated as appearing in ANNEXURE XVIII to this report;

xix) Details of Other Current Assets as restated as appearing in ANNEXURE XIX to this report;

xx) Details of Revenue From Operations as restated as appearing in ANNEXURE XX to this report;

xxi) Details of Other Income as restated as appearing in ANNEXURE XXI to this report;

xxii) Details of Operational and Maintenance Expenses as restated as appearing in ANNEXURE XXII to this report;

xxiii) Details of Employee Benefit Expenses as restated as appearing in ANNEXURE XXIII to this report;

xxiv) Details of Finance Cost as restated as appearing in ANNEXURE XXIV to this report;

xxv) Details of Depreciation and Amortization as restated as appearing in ANNEXURE XXV to this report;

xxvi) Details of Other Expenses as restated as appearing in ANNEXURE XXVI to this report;

xxvii) Details of Other Income as restated (As per SEBI Regulations) as appearing in ANNEXURE XXVII to this report;

xxviii) Details of Related Party Transactions as appearing in ANNEXURE XXVIII to this report;

xxix) Summary of significant accounting ratios as restated as appearing in ANNEXURE XXVIX to this report,

xxx) Capitalisation statement as at March 31, 2021 as restated as appearing in ANNEXURE XXX to this report;

xxxi) Statement of tax shelters as restated as appearing in ANNEXURE XXXI to this report;

10. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

12. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with SEBI, BSE and Registrar of Companies (Ahmedabad) in connection with the proposed Start-up IPO. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Purshottam Khandelwal & Co

Chartered Accountants

FRN -0123825W

Sd/-

(CA Mahendrasingh S Rao)

Partner

Membership No. - 154239

Date: - 16/07/2021

UDIN - 21154239AAAAGQ5632.