Naapbooks Ltd Directors Report

2Committee includes Audit Committee, Nomination & Remuneration Committee and Stakeholders

Relationship Committee across all Public Companies.

ATTENDANCE OF BOARD MEMBERS IN BOARD MEETING

In the year under review, a total of seven (8) board meetings were held. The attendance details for each Director at these Board Meetings and the Annual General Meeting during the financial year 2023-24 are provided below:

None of the Companys Directors serve as a "Whole-Time Director" in any other listed company, nor do they hold the position of an "Independent Director" in more than three listed companies. Additionally, none of the Companys Directors hold a "Director" position in more than eight listed entities, nor do they serve as an "Independent Director" in more than seven listed entities.

GENERAL MEETINGS

During the year under review, one General Meeting was held. The details are as follows:

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP)

In compliance with Section 152 and other relevant provisions of the Companies Act, 2013, along with the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modifications or re-enactments in effect), Mr. Yaman Saluja, as a whole-time director, is subject to retirement by rotation at the upcoming Annual General Meeting. He is eligible and has offered himself for re-appointment.

Below is the list of Key Managerial Personnel (KMP) of the company for the year:

PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, performance of its committees and the individual directors pursuant to the provisions of the Act.

The performance of all the directors was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent directors, performance of non-Independent directors, performance of the board as a whole and performance of the chairman of the company was evaluated, considering the views of executive directors and non-executive directors.

The Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Directors being evaluated. The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same; The directors have selected such accounting policies and applied them consistently and have 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 or loss of the Company for that year;

b) The directors have 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;

c) The directors have prepared the Annual Accounts for the year ended March 31, 2024 on going concern basis; d) The directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial controls are adequate and were operating effectively; and

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD COMMITTEES

The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:

1) AUDIT COMMITTEE

In their meeting on February 22, 2021, the Board of Directors formed the Audit Committee in accordance with Section 177 of the Companies Act, 2013. The detailed terms of reference for the committee are outlined in Section 177(8) of the Companies Act, 2013. The Board has consistently accepted the Audit Committees recommendations as presented. During the year under review, due to changes in the composition of the Board, the Audit Committee was reconstituted in the board meeting held on August 29, 2022, as follows:

Re-constitution of the Audit Committee in the Board Meeting held on August 29, 2022:

Additionally, because the committee members were occupied with other tasks, the board decided to reconstitute the Audit Committee during their meeting on November 14, 2022, as follows:

Present Composition of the Audit Committee

The Audit Committee convened three times during the financial year 2023-24, specifically on May 30, 2023, August 25, 2023, and November 14, 2023. The following table provides information on the composition of the Audit Committee and the attendance of its members at these meetings:

The Statutory Auditor of the Company was invited to the committee meetings whenever their presence was deemed necessary to provide insights and clarity on financial matters. Their expertise and independent perspective were considered invaluable for the committees deliberations and decision-making processes. In addition, the Company Secretary of the company served as the secretary for the Audit Committee. In this capacity, the Company Secretary was responsible for ensuring that the committees activities complied with legal and regulatory requirements, maintaining accurate records of the meetings, and providing administrative support to facilitate the smooth functioning of the committee.

VIGIL MECHANISM

The Company has established a robust vigil mechanism and has accordingly framed a comprehensive Whistle Blower Policy. This policy is designed to empower employees to report instances of unethical behavior, actual or suspected fraud, or any violations of the Companys Code of Conduct directly to the management. Moreover, the mechanism adopted by the Company is structured to encourage whistle Blowers to report genuine concerns or grievances. It includes provisions for adequate safeguards to protect whistle Blowers from any form of victimization. This means that employees who use the whistle Blower mechanism can do so without fear of retaliation or adverse consequences. In exceptional cases, the policy allows for direct access to the Chairman of the Audit Committee, ensuring that serious concerns are addressed at the highest level. The Audit Committee reviews the functioning of the vigil mechanism periodically to ensure its effectiveness and integrity. Importantly, no whistle Blower has ever been denied access to the Audit Committee of the Board, demonstrating the Companys commitment to transparency and accountability. The Whistle Blower Policy is accessible to all employees and is available on the Companys website at www.naapbooks.com. This availability ensures that all employees are aware of the policy and can easily reference it when needed. The link to the policy is here: Whistle Blower Policy.

2) STAKEHOLDERS GRIEVANCE

COMMITTEE

The Board of Directors in their meeting held on February 22, 2021 had formed

Stakeholders Grievance Committee. The Stakeholder Grievance Committee has been constituted as per Section 178(5) Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is entrusted with the responsibility of addressing the Shareholders/Investors complaints with respect to transfer of shares, transmission, issue of duplicate share certificates, splitting and consolidation of shares, Non-receipt of Share Certificates, Annual Report, Dividend etc.

During the year under review, due to preoccupancy of the committee members in other assignments, the board have in their meeting held on November 14, 2022 reconstituted the composition of the Stakeholder Grievance Committee as below:

Present Composition of the Stakeholder Grievance Committee

In the fiscal year 2023-24, the Stakeholders Grievance Committee convened once, specifically on January 27, 2024. The following section outlines the Committees composition and provides details on the attendance of its members at this meeting:

During the year under review, the Company received a single complaint from a shareholder. This complaint was promptly addressed and successfully resolved within one week.

3) NOMINATION AND REMUNERATION COMMITTEE

On February 22, 2021, the Board of Directors convened a meeting in which they established a Nomination and Remuneration Committee in accordance with the provisions outlined in Section 178(1) of the Companies Act, 2013. This committee operates under the detailed terms of reference specified in Section 178 of the Companies Act, 2013. In line with the recommendations of the Nomination and Remuneration Committee, the Board has developed a comprehensive policy for the selection and appointment of Directors and Senior Management, as well as for their remuneration. This policy is designed to ensure transparency and alignment with best practices. The company has also made available on its website an extensive program aimed at familiarizing Independent Directors with various aspects of the organization. This program covers the companys roles, rights, and responsibilities, the nature of the industry in which the company operates, the business model of the company, and other related matters. During the Previous fiscal year under review, there was a change in the composition of the Board of the company. Consequently, the Nomination and Remuneration Committee was reconstituted during the Board meeting held on August 29, 2022. The updated composition of the Committee is as follows:

Reconstitution of the Nomination & Remuneration Committee in the Board meeting held on August 29, 2022:

In furtherance, due to pre-occupancy of the committee members in other assignments, the Board have in their meeting held on November 14, 2022, reconstituted the composition of the Nomination and Remuneration committee as below: Present Composition of the Nomination & Remuneration Committee

The Nomination and Remuneration Committee convened three times during the 2023-24 financial year. These meetings took place on August 25, 2023, March 7, 2024, and March 23, 2024.

The composition of the Committee and the details of meetings attended during the year under review by members

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in a competitive market, and to harmonize the aspirations The Nomination and Remuneration Policy was initially approved by the Board of Directors during their meeting on February 22, 2021. Since then, the policy of human resources consistent with the goals of the Company. The company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

has undergone several amendments to meet evolving requirements. The latest version of the amended policy can be accessed on the companys website here: Nomination and Remuneration Policy.

RELATED PARTY TRANSACTIONS

According to Section 188 of the Companies Act, 2013, any Related Party Transactions (RPTs) that are not conducted in the ordinary course of business or are not at arms length prices must receive prior approval from the Board of Directors. However, during the financial year, all Related Party Transactions entered into by your company were conducted on an arms length basis and fell within the ordinary course of business. Additionally, in compliance with Section 134(3)(h) of the Companies Act, 2013, a disclosure of the related party transactions carried out during the financial year 2023-24 is provided in Form AOC-2, which is attached as

ANNEXURE-II.

The Board of the Company has established a Policy and Procedure concerning Related Party Transactions. This policy outlines the procedures for determining the materiality of Related Party Transactions and the protocols for handling them, ensuring that the Company complies with applicable laws and regulations. The mentioned policy can be accessed on the Companys website. For your convenience, here is the direct link: Related Party Transaction Policy.

SECRETARIAL STANDARDS OF ICSI

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial

Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

As per Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall disclose in the Board Report: a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; b) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; c) the percentage increase in the median remuneration of employees in the financial year; d) the number of permanent employees on the rolls of company; e) average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; f) affirmation that the remuneration is as per the remuneration policy of the company.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write an Email: compliance@naapbooks.com to the company secretary in this regard.

Pursuant to provision of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statement of Disclosure of Remuneration is attached as an

Annexure III.

MATERIAL CHANGES AND COMMITMENT

Preferential Issue: In March and April 2023, the company undertook a preferential issue (private placement) involving 11,50,000 (Eleven lacs fifty thousand)equity shares, each with a nominal value of 10 (Rupees Ten). Out of these, 750,000 equity shares were issued and allotted to Ms. Proex Advisors LLP, a firm associated with the companys directors and categorized under the promoter group. This allotment was made through a share swap arrangement for acquiring a 50% stake in the LLP, rather than for cash consideration.

The remaining 400,000 equity shares were issued and allotted to public category shareholders (individuals not part of the promoter or promoter group) for cash at a price of 72 (Rupees seventy-two) per share, totaling

2,88,00,000 (Rupees two crore eighty -eight lacs). The company received approval from the Bombay Stock Exchange (BSE) for the listing of these 11,50,000 equity shares on the BSE SME platform on May 15, 2023, and trading approval on June 1, 2023.

As a result, during the financial year under review, the listed equity share capital of the company increased from 18,56,600 equity shares to 30,06,600 equity shares.

SIGNIFICANT AND MATERIAL ORDERS

There are no ongoing legal proceedings against the company, its promoters, or its directors. Additionally, the company has not initiated any legal action against any third party.

MATERIAL CONTRACTS AND ARRANGEMENTS

MOU with Key Organizations:

MOU with Government of Gujarat: On January 3, 2024, the company entered into a Memorandum of Understanding (MOU) with the Department of Science and Technology of the Government of Gujarat. This collaboration focuses on the development of a ground breaking project known as the "Digital Notarization System." For more detailed information, please visit the official document here:

MOU with MSME Promotional Council, New Delhi: The company also established a significant MOU with the MSME Promotion Council, New Delhi on June 13, 2023. This agreement aims to foster mutual cooperation and support for various initiatives. Additional details can be found in the official announcement here.

Share Purchase Agreement: On June 22, 2023, the Company executed a "Shareholder Agreement" with Mysa Technology Private Limited. However, on January 2, 2024, the Company informed the Stock Exchange that this agreement had been terminated. The reason provided was that Mysa Technology Private Limited was not issuing and allotting new equity shares to Naapbooks Limited. Instead, the existing Promoter and Director decided to divide his stake and transfer equity shares to Naapbooks Limited. It was also stated that a new agreement would be executed with the concerned parties, and required disclosures would be made in due course. Subsequently, on February 6, 2024, the

Company entered into a "Share Purchase Agreement" with Mysa Technology Private Limited. According to this agreement, the Company will acquire 6.5% of the post-acquisition equity shares, which amounts to 81 shares of Mysa Technology Private Limited. On February 26, 2024, the Company received the share certificate no. 05 bearing 81 equity shares, numbered from 0919 to 0999, each with a face value of

100 (Rupees Hundred) each.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Sexual harassment of women in the workplace is a critical and pervasive problem that can profoundly affect both individuals and organizations. It encompasses a range of behaviors, including unwanted sexual advances, comments, gestures, or any other form of unwelcome conduct of a sexual nature. These actions contribute to creating a work environment that is hostile, intimidating, or offensive. Understanding the gravity of this issue is essential for fostering a safe and respectful workplace. Here are some key points to consider regarding sexual harassment in the workplace:

Definition of sexual harassment: Sexual harassment can be broadly defined as unwelcome sexual advances, requests for sexual favors, or any other verbal or physical conduct of a sexual nature that interferes with an individuals work performance or creates an intimidating, hostile, or offensive work environment.

Types of sexual harassment: Sexual harassment can occur in various forms, including but not limited to:

Quid pro quo harassment: This occurs when employment benefits or opportunities are made conditional upon the victims acceptance of unwelcome sexual advances or demands.

Hostile work environment: This refers to an environment where unwelcome sexual conduct, comments, or behaviour create an intimidating, hostile, or offensive atmosphere that interferes with work performance.

Verbal harassment: This includes unwelcome comments, jokes, or derogatory remarks of a sexual nature.

Physical harassment: Involves unwanted physical contact, such as touching, groping, or assault.

Visual harassment: Involves displaying sexually suggestive images, posters, or emails.

Non-verbal harassment: Includes leering, whistling, or making inappropriate gestures.

1. Legal protections: Many countries have laws and regulations in place to protect individuals from sexual harassment in the workplace. These laws typically define sexual harassment, outline reporting procedures, and provide remedies for victims. Its important to familiarize oneself with the specific laws and regulations applicable in your jurisdiction.

2. Reporting and prevention: It is crucial for organizations to establish clear policies and procedures for reporting and addressing instances of sexual harassment. Employers should create a safe environment where victims feel comfortable coming forward, provide appropriate training for employees, and take prompt action to investigate and address any complaints.

3. Support for victims: Organizations should offer support to victims of sexual harassment, which may include counselling services, legal assistance, and protection against retaliation. It is important to prioritize the well-being and rights of victims throughout the entire process.

4. Awareness and education: Promoting awareness and providing education on sexual harassment is vital in preventing such incidents. Training programs should be conducted regularly to educate employees about what constitutes sexual harassment, its impact, reporting procedures, and the importance of fostering a respectful and inclusive workplace culture.

It is essential to recognize that sexual harassment can happen to anyone, regardless of gender. While this response focuses on sexual harassment of women, it is crucial to address the issue comprehensively and work towards creating safe and respectful work environments for everyone. During the year under review, there were no incidences of sexual harassment reported.

CONSERVATION ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as an Annexure IV.

REPORTING OF FRAUD

The Auditor of the Company has not reported any offence of fraud involving any amount committed in the company by its director or employees as specified under Section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

The Annual Return of the Company for the financial year ending on March 31, 2024, is now available for viewing. Interested parties can access this document by visiting the Companys official website at

Click Here.

DECLARATION BY INDEPENDENT DIRECTORS

As per Section 149(7) of the Companies Act, 2013, every independent director is required to declare their independence at specific intervals. This declaration must be made during the first Board meeting they attend as a director and subsequently at the first Board meeting of every financial year. Additionally, they must provide this declaration whenever there is any change in circumstances that could affect their status as an independent director. This declaration confirms that they meet the independence criteria outlined in subsection (6) of Section 149. In compliance with this requirement, the Board of Directors has received declarations from both Mr. Sunit Shah (DIN: 08074335) and Mrs. Puja Kasera (DIN: 09327558). Both directors confirmed their independent status and affirmed that they meet all the criteria specified in sub-section (6) of Section 149 of the Companies Act, 2013. These declarations were made during the Board meetings held on May 30, 2023, for the financial year 2023-24, and on April 22, 2024, for the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) REPORT

A Management Discussion and Analysis (MD&A) report is forming part of companys Annual report, where management provides an analysis and discussion of the companys financial performance, its future prospects, risks, and other relevant factors that may impact the companys operations and financial results. The MD&A report is typically aimed at providing shareholders, investors, and other stakeholders with insights into the companys overall financial health, strategic direction, and managements perspective on key issues.

MD&A report is prepared by the companys management and represents their interpretation of the companys financial results and prospects. Investors and stakeholders should review the MD&A report in conjunction with the companys financial statements and other relevant information to gain a comprehensive understanding of the companys performance and prospects.

Managements Discussion and Analysis

Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as an "Annexure V".

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135(1) of the companies Act, 2013:

Every company having net worth of rupees five hundred crore or more, or

Turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during 3 immediately preceding financial year, shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director.

Further, As per Section 135(5) The Board of every company referred to in subsection (1), shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years.

However, your company does not fall in any criteria mentioned in sub-section 1 of section 135 of the Companies Act, 2013. Therefore, your company is not require to formulate committee of Corporate Social Responsibility nor require to spend any amount as described under sub-section 5 of section 135 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Integrity and transparency form the foundation of our corporate governance practices, ensuring we consistently earn and maintain the trust of our stakeholders. Our approach to corporate governance revolves around maximizing shareholder value in a manner that is legal, ethical, and sustainable. The Board of Directors embraces its fiduciary duties comprehensively, aiming to meet the highest standards of international corporate governance through our disclosures. We are dedicated to enhancing long-term shareholder value and upholding the rights of minority shareholders in all business decisions.

As Your Company is listed on the BSE SME Startup platform of the Bombay Stock Exchange (BSE), we benefit from specific regulatory exemptions. According to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, our company is not required to comply with certain corporate governance provisions, specifically those outlined in Regulations 17 to 27, Clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paragraphs C, D, and E of Schedule V.

Therefore, your company is exempted from submission of Corporate Governance Report to Stock Exchange and does not require to incorporate this report in this Board Report, though we are committed for the best corporate governance practices.

The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.

The Board has also re-framed Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive

Information". The Code casts obligations upon the Directors and officers of the Company to prevent/ preserve the price Sensitive information, which may likely to have a bearing on the share price of the Company. Those who are in the knowledge of any such information are prohibited to use such information for any personal purpose. Similarly, the Code also prescribes how such information needs to be handled, disclosed or made available to the Public through Stock

Exchanges, Companys website, Press,

Media, etc. The Company Secretary & Compliance Officer has been entrusted with the duties to ensure compliance.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are provided in "Annexure VI" to the Boards report.

AUDITORS a) Statutory Auditor

M/s. Purushottam Khandelwal & Co., Chartered Accountant Firm (Firm Reg. No. 0123825W) was appointed as a Statutory Auditor of the company to hold office from the conclusion of the 04th Annual General Meeting till conclusion of the 09^th Annual General Meeting to be in the calendar year 2026. M/s. Purushottam Khandelwal & Co., is Peer Reviewed by the ICAI having peer review certificate no. 014688 allotted on November 11, 2022, have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification (s)or re-enactment(s) thereof for the time being in force).

The Auditors Report for the financial year ended on March 31, 2024 and the financial statements of the Company are a part of this Annual Report. The Auditors Report for the financial year ended on March 31, 2024 contain qualified opinion for the consolidated and standalone financials for the year ended on March 31, 2024.

b) Secretarial Auditor

The Company has appointed M/s. Nirav Soni & Co. Company Secretaries in practice, to conduct the secretarial audit of the Company for the Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2023-24 is annexed to this report as an "Annexure VII".

c) Internal Auditor

The Company has appointed M/s. MSRR

& Co. Chartered Accountants firm, to conduct the Internal Audit of the Company for the Financial Year 2023-24, as required under Section 138 of the Companies Act, 2013 and Rules thereunder.

QUALIFIED OPINION ON FINANCIALS OF YEAR ENDED ON MARCH 31, 2024

The Statutory Auditor of the company has issued a qualified opinion on both the consolidated and standalone financial results for the half-year and full year ending on March 31, 2024.

The following is the qualified opinion provided by the statutory auditor, along with the managements response:

O.1: The company has provided Services to Local as well as foreign clients, however in some of the cases no detailed contracts/agreements have been made. Further no detailed records of work performed, software or app developed have been provided. Therefore, due to unavailability of such details we were unable to determine the specific terms of the agreement, particularly regarding the timing and value of the product or service delivery and revenue recognition in accordance with Accounting Standard (AS) 9- Revenue Recognition.

Response: Detailed Agreement/ Contracts related to services provided are not available in some cases, however such information will not have a material impact on the revenue recognition as invoicing has been done only after all services have been provided. Invoicing has been done at the agreed fixed rate contract rather than on man hour basis, therefore no detailed records related to the timing of work performed have been maintained, however the same will not have any material impact on the financial statement.

O.2: The company has not maintain a comprehensive fixed assets register and has not perform periodic physical verifications, as no such records have been produced before us. The absence of these controls increases the risk of misstatement of fixed assets and related depreciation in the financial statements.

Response: Location wise Fixed Asset Register is not readily available due to the fact that majority of the assets are Computer and Related Devices whose locations are frequently changed within the premises depending upon the work to be executed. However, controls are in place so that no devices are taken out of the premises. Therefore, the management is of the view that there will be no material impact on the value of the fixed assets and related depreciation.

O.3: The company has availed Information technology (IT) design and development services however the Company did not provide us with necessary supporting documentation of detailed breakdowns of the development work performed on which software product they have developed. Without this. Evidence, we cannot verify the nature and extent of the services received, or the appropriateness of the accounting treatment for these charges. Therefore, due to unavailability of such details we are unable to comment on the accuracy of such expenses booked.

Response: Information technology (IT) design and development services taken from creditors are on fixed contract basis therefore detailed breakdowns of the development work performed have not been maintained in an organized manner. However as per the expertise of the directors non-availability of such detailed breakdowns is unlikely to have a material impact on the financial statement.

O.4: The company has granted Loans and advances to various parties amounting to 284.79 lacs in the current financial year. The amounts have been advanced without any formal loan agreement and repayment schedule. Further the same are non-Interest bearing therefore the purpose of such loans and advances could not be verified.

Response: Loans and Advances have been granted due to surplus availability of funds; Management is taking steps to formalize the terms of interest repayment for better transparency. However, the same is unlikely to have a material impact on the financial statements. O.5: The Company has given an advance of 27,40,000/- to creditors in 2021 for goods or services not yet received. As of the date of our report, no goods or services have been delivered, and the Company has not made a provision for the doubtful recoverability of this advance.

Response: Provision for doubtful recovery has not been made as steps are being taken to recover the amount and the management is hopeful for a positive response. Therefore, the same is unlikely to have any impact on the financial statement.

WEBSITE

In accordance with Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and BSE Circular No. 20220704-44 dated July 04, 2022 and Circular No. 20230209-1 dated February 09, 2023, the Company has established and maintained a functional website at www.naapbooks.com. This website includes all necessary information as mandated by the aforementioned regulation and circulars.

Through an Intimation letter dated October 27, 2023, the Company notified the exchange that the existing website, www.naapbooks.com, has been updated to incorporate new technology and enhance cybersecurity measures. These updates were implemented to ensure the safety and reliability of our online presence while maintaining the integrity of our domain name, which remains unchanged.

Additionally, we informed the exchange that all old URLs have been redirected to the updated website.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the past year, there has been no instance where the Company was required to transfer any amounts or shares to the Investor Education and Protection Fund.

INTEGRATED REPORT

The Company has proactively released an Integrated Report that includes both financial and non-financial data. This comprehensive report is designed to help Members make informed decisions and gain a deeper insight into the Companys long-term vision.

In addition to financial information, the Report covers various crucial aspects such as the organizations strategy, governance framework, overall performance, and future prospects for value creation.

GENERAL DISCLOSURE

The Board of Directors affirms that the Company has provided all necessary disclosures in this report, as mandated by section 134(3) of the Act, Rule 8 of The

Companies (Accounts) Rules, 2014, and other applicable provisions of the Act and listing regulations, specifically regarding transactions that occurred during the year. Furthermore, the Board confirms that there were no transactions requiring disclosure or reporting for the following items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act; b) Issuance of Equity Shares with differential rights concerning dividend, voting, or otherwise; c) Issuance of shares (including sweat equity shares) to employees of the Company under any scheme or Employee Stock Option Scheme (ESOS); d) Annual Report and other compliances related to Corporate Social Responsibility.

ACKNOWLEDGEMENT

The directors extend their heartfelt gratitude for the dedicated service exhibited by the companys employees throughout the year. Furthermore, they wish to formally recognize and appreciate the ongoing cooperation and support provided by our bankers, financial institutions, business partners, and other stakeholders, which has been invaluable to the companys success.