Auditor Report of Naapbooks Ltd.

Mar 31, 2025

We have audited the standalone financial
statements of Naapbooks Limited (“the
Company”), which comprise the balance
sheet as at 31st March 2025, and the
statement of Profit and Loss and statement
of cash flows for the year then ended, and
notes to the financial statements, including
a summary of significant accounting
policies and other explanatory information.
In our opinion and to the best of our
information and according to the
explanations given to us these financial
statements, gives a true and fair view in
conformity with applicable Accounting
standards prescribed under section 133 of
the Companies Act 2013 ("the Act") read
with relevant rules issued thereunder and
other accounting principles generally
accepted in India, of the net profit, and other
financial information of the Group for the
year ended March 31,2025.

Basis for Opinion

We conducted our audit in accordance with
the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act,
2013. Our responsibilities under those
Standards are further described in the
Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of
our report. We are independent of the
Company in accordance with the Code of
Ethics issued by the Institute of Chartered
Accountants of India together with the
ethical requirements that are relevant to our
audit of the financial statements under the
provisions of the Companies Act, 2013 and
the Rules thereunder, and we have fulfilled
our other ethical responsibilities in
accordance with these requirements and
the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and

appropriate to provide a basis for our
opinion on the standalone financial
statement.

Key Audit Matter

Key audit matters are those matters that, in
our professional judgment, were of most
significance in our audit of the standalone
financial statements of the current period.
These matters were addressed in the
context of our audit of the standalone
financial statements as a whole, and in
forming our opinion thereon, and we do not
provide a separate opinion on these
matters. We have determined there are no
any key audit matters to be communicated
in our report.

Information other than the financial
statements and auditors’ report thereon

The Company’s board of directors is
responsible for the preparation of the other
information. The other information
comprises the information included in the
Board’s Report including Annexures to
Board’s Report but does not include the
financial statements and our auditor’s
report thereon.

Our opinion on the financial statements
does not cover the other information and we
do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial
statements, our responsibility is to read the
other information and, in doing so, consider
whether the other information is materially
inconsistent with the financial statements or
our knowledge obtained during the course of
our audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we
conclude that there is a material
misstatement of this other information, we
are required to report that fact. We have
nothing to report in this regard.

Responsibilities of Management and Those
Charged with Governance for the
Standalone Financial Statements
The Company’s Board of Directors is
responsible for the matters stated in section
134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of
these financial statements that give a true
and fair view of the financial position,
financial performance and cash flows of the
Company in accordance with the
accounting principles generally accepted in
India, including the accounting Standards
specified under section 133 of the Act. This
responsibility also includes maintenance of
adequate accounting records in accordance
with the provisions of the Act for
safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and
application of appropriate accounting
policies; making judgments and estimates
that are reasonable and prudent; and
design, implementation and maintenance of
adequate internal financial controls, that
were operating effectively for ensuring the
accuracy and completeness of the
accounting records, relevant to the
preparation and presentation of the
financial statements that give a true and fair
view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone financial
statements, management is responsible for
assessing the Company’s ability to continue
as a going concern, disclosing, as
applicable, matters related to going concern
and using the going concern basis of
accounting unless management either
intends to liquidate the Company or to
cease operations, or has no realistic
alternative but to do so.

Those Board of Directors are also
responsible for overseeing the Company’s
financial reporting process.

Auditor’s Responsibilities for the Audit of
the Financial Statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from material
misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee
that an audit conducted in accordance with
SAs will always detect a material
misstatement when it exists. Misstatements
can arise from fraud or error and are
considered material if, individually or in the
aggregate, they could reasonably be
expected to influence the economic
decisions of users taken on the basis of
these Standalone financial statements.

As part of an audit in accordance with SAs,
we exercise professional judgment and
maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the financial
statements, whether due to fraud or
error, design and perform audit
procedures responsive to those risks,
and obtain audit evidence that is
sufficient and appropriate to provide a
basis for our opinion. The risk of not
detecting a material misstatement
resulting from fraud is higher than for
one resulting from error, as fraud may
involve collusion, forgery, intentional
omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are
appropriate in the circumstances.
Under section 143(3)(i) of the
Companies Act, 2013, we are also
responsible for expressing our opinion
on whether the company has adequate
internal financial controls system in

place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting
estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management’s use of the going concern
basis of accounting and, based on the
audit evidence obtained, whether a
material uncertainty exists related to
events or conditions that may cast
significant doubt on the Company’s
ability to continue as a going concern. If
we conclude that a material uncertainty
exists, we are required to draw attention
in our auditor’s report to the related
disclosures in the financial statements
or, if such disclosures are inadequate,
to modify our opinion. Our conclusions
are based on the audit evidence
obtained up to the date of our auditor’s
report. However, future events or
conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation,
structure and content of the financial
statements, including the disclosures,
and whether the financial statements
represent the underlying transactions
and events in a manner that achieves
fair presentation.

Materiality is the magnitude of
misstatements in the standalone financial
statements that, individually or in aggregate,
makes it probable that the economic
decisions of a reasonably knowledgeable
user of the standalone financial statements
may be influenced. We consider
quantitative materiality and qualitative
factors in (i) planning the scope of our audit
work and in evaluating the results of our
work; and (ii) to evaluate the effect of any
identified misstatements in the standalone
financial statements.

We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit

and significant audit findings, including any
significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with
governance with a statement that we have
complied with relevant ethical requirements
regarding independence, and to
communicate with them all relationships
and other matters that may reasonably be
thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those
charged with governance, we determine
those matters that were of most significance
in the audit of the financial statements of the
current period and are therefore the key
audit matters. We describe these matters in
our auditor’s report unless law or regulation
precludes public disclosure about the
matter or when, in extremely rare
circumstances, we determine that a matter
should not be communicated in our report
because the adverse consequences of
doing so would reasonably be expected to
outweigh the public interest benefits of such
communication.

We are independent of the Group in
accordance with the ethical requirements
that are relevant to our audit of the financial
statements and we have fulfilled our other
ethical responsibilities in accordance with
these requirements.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies
(Auditor’s Report) Order, 2020 (“the
Order”), issued by the Central
Government of India in terms of sub¬
section (11) of section 143 of the
Companies Act, 2013, we give in the
‘Annexure A’, a statement on the
matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the
Act, we report that:

a) We have sought and, except for the
matters described in the Basis for
Qualified Opinion paragraph, obtained
all the information and explanations
which to the best of our knowledge
and belief were necessary for the
purpose of our audit;

b) Except for the possible effects of the
matter described in the Basis for
Qualified Opinion paragraph above, in
our opinion proper books of account
as required by law have been kept by
the Company so far as appears from
our examination of those books;

c) The Balance Sheet, the Statement of
Profit and Loss and the Cash Flow
Statement dealt with by this Report
are in agreement with the books of
account.

d) In our opinion, the aforesaid financial
statements comply with the
Accounting Standards specified under
Section 133 of the Act, read with Rule
7 of the Companies (Accounts) Rules,
2014.

e) On the basis of the written
representations received from the
directors as on May 30, 2025 taken on
record by the Board of Directors, none
of the directors is disqualified as on
31st March, 2025 from being
appointed as a director in terms of
Section 164 (2) of the Act.

f) With respect to the adequacy of the
internal financial controls over
financial reporting of the Company
and the operating effectiveness of
such controls, refer to our separate
Report in ‘Annexure B’.

g) With respect to the matter to be
included in the Auditor’s Report under
section 197(16), In our opinion and
according to the information and
explanations given to us, the
remuneration paid by the Company to

its directors during the current year is
in accordance with the provisions of
section 197 of the Act. The
remuneration paid to any director is
not in excess of the limit laid down
under section 197 of the Act. The
Ministry of Corporate Affairs has not
prescribed other details under section
197(16) which are required to be
commented upon by us.

h) With respect to the other matters to be
included in the Auditor’s Report in
accordance with Rule 11 of the
Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the
best of our information and according
to the explanations given to us:

i. The Company does not have any
pending litigations which would
impact its financial position.

ii. The Company did not have any
long-term contracts including
derivative contracts for which
there were any material
foreseeable losses.

iii. There were no amounts which were
required to be transferred to the
Investor Education and Protection Fund
by the Company.

iv. (a) The management has represented
that, to the best of it’s knowledge and
belief, no funds have been advanced or
loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds) by
the company to or in any other person(s)
or entity(ies), including foreign entities
(“Intermediaries”), with the
understanding, whether recorded in
writing or otherwise, that the
Intermediary shall, whether, directly or
indirectly lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the
company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the
like on behalf of the Ultimate
Beneficiaries;

(b) The management has represented,
that, to the best of it’s knowledge and
belief, no funds have been received by
the company from any person(s) or
entity(ies), including foreign entities
(“Funding Parties”), with the
understanding, whether recorded in
writing or otherwise, that the company
shall, whether, directly or indirectly,
lend or invest in other persons or
entities identified in any manner
whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”)
or provide any guarantee, security or the
like on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures that
have been considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that has
caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material
mis-statement.

v. The Company has neither declared nor
paid any dividend during the year.
Hence reporting with respect to
compliance under section 123 of the
Companies act, 2013 as required in
terms of rule 11 (f) of Companies (Audit
and Auditors) rule, 2014 is not required
to be reported.

vi. In Based on our examination which
included test checks, except for the
instances mentioned below, the
Company has used accounting
software’s for maintaining its books of
account, which have a feature of
recording audit trail (edit log) facility and
the same has operated throughout the
year for all relevant transactions
recorded in the software. Further, during
the course of our audit we did not come
across any instance of audit trail feature
being tampered with in respect of the
accounting software where such
feature is enabled and the audit trail has
been preserved by the Company as per
the statutory requirements for record
retention.

For, Chirag R. Shah & Associates

Chartered Accountants
FRN: 118791W

Sd/-

Jainish R. Parikh

Partner

Date: 30th May, 2025 M. No. 603171

Place: Ahmedabad UDIN: 25603171BMJNYZ9513

---

Mar 31, 2024

To the Members of Naapbooks Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the financial statements of Naapbooks Limited (“the Company”), which comprise the balance sheet as at 31st March 2024, and the statement of Profit and Loss and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us these financial statements, except for the possible effects of the matter described in the "Basis for Qualified Opinion" section of our report, gives a true and fair view in conformity with applicable Accounting standards prescribed under section 133 of the Companies Act 2013 ("the Act") read with relevant rules issued thereunder and other accounting principles generally accepted in India, of the net profit, and other financial information of the Group for the year ended March 31, 2024.

Basis for Qualified Opinion

We conducted our audit in accordance

with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities

under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate, except for the matters referred to in the basis of qualified opinion.

1. We draw your attention that 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.

2. We draw your attention that 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.

3. We draw your attention that 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.

4. We draw your attention that the company has granted Loans and advances to various parties amounting to Rs. 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.

5. We draw your attention that an advance of Rs. 27,40,000/- was made 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.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined there are no any key audit matters to be communicated in our report.

Information other than the financial statements and auditors'' report thereon

The Company’s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in

accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process. Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material

misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these Standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in

the ‘Annexure A’, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and, except for the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on May 30, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’.

g) With respect to the matter to be included in the Auditor’s Report under section 197(16), In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have

any long-term contracts including derivative

contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The management has represented that, to the best of it’s knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or

invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of it’s knowledge and belief, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a)

and (b) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year. Hence reporting with respect to compliance under section 123 of the Companies act, 2013 as required in terms of rule 11(f) of Companies (Audit and Auditors) rule, 2014 is not required to be reported.

vi. In terms of Rule 11(g) of Companies (Audit and Auditors) rule, 2014, we are

For, Purushottam Khandelwal & Co Chartered Accountants FRN: 0123825W

Sd/-

CA Mahendrasingh S Rao Partner

Mem. No.: 154239

UDIN: 24154239BKCREY7072

required to state as to Whether the company in respect of financial years commencing on or after the 1st April, 2023 has used such accounting software for maintaining its books of accounts which has features of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with.

Date: May 30, 2024 Place: Ahmedabad