Directors Report of Naapbooks Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the company''s 8^th Annual Report, accompanied by the
Audited Standalone and Consolidated Financial Statements for the fiscal year ending March 31,2025.

FINANCIAL HIGHLIGHTS

Below is a comprehensive summary of the Company''s financial performance for the fiscal year ending
March 31,2025. This overview includes detailed insights into both Consolidated and Standalone results,
providing a clear picture of the Company''s financial health and operational outcomes over the past year:

(fin Lakhs)

PARTICULARS	CONSOLIDATED		STANDALONE
PARTICULARS	YEAR ENDED	YEAR ENDED	YEAR ENDED	YEAR ENDED
	31/03/2025	31/03/2024	31/03/2025	31/03/2024
I. Net Sales/Income from Operations	1218.39	776.94	1218.39	776.94
II. Other Income	23.62	1.38	23.61	1.38
III. Total Income (I II)	1242.01	778.32	1242.00	778.32
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	711.76	284.30	711.75	284.43
V. Finance Cost	29.02	15.18	29.02	15.18
VI. Depreciation and Amortization Expense	62.64	48.50	62.64	48.50
VII. Profit Before Tax (IV-V-VI)	620.10	220.62	620.09	220.75
VIII. Tax Expense:
i Current Tax Expense	168.40	56.03	168.40	56.02
ii MAT Credit	0	0	0	0
iii MAT Credit Relating to prior years	0	0	0	0
iv Tax Expense Relating to prior years	6.55	-0.10	6.55	-0.10
v Deferred Tax (Asset)/Liabilities	-2.96	-0.90	-2.96	-0.90
IX. Profit After Tax before Minority Interest (VII-VIII)	448.11	165.59	448.10	165.73
X. Minority Interest (Less)	0	-0.03	0	0
XI. Profit for the year after tax and Minority Interest (IX-X)	448.11	165.62	448.10	165.73

The Company reports both consolidated and standalone financial results every six months, with these
results undergoing a limited review. Additionally, it publishes audited financial results annually.

The consolidated and standalone financial results for the half-year and full-year ending on March 31,
2025, are available on the Companyâs website. You can access the detailed report at this link.

COMPANYâS PERFORMANCE

During the Year under review, the Company
recorded total revenue from operation
(standalone) of ^1218.39 lacs as compared to
the previous year was ^776.94 lacs which is
increased by 56.82 % on Y-o-Y. The Profit after
tax (standalone) is ^448.10 lacs as compared to
the previous year was ^ 165.73 lacs which is
increased by 170.38% on Y-o-Y.

Moreover, during the year under review, the
company recorded total revenue from operation
(consolidated) of ^1218.39 lacs and the Profit
after tax and Minority interest (consolidated) is
^448.11 lacs.

TRANSFER TO RESERVES

The Company has not transferred any amount to
the General Reserve and the same is retained in
the Profit and loss account.

DIVIDEND

The Board of Directors of the company have not
recommended any interim or final dividend for
the financial year 2024-25.

QUALITY INITIATIVES

The Company continues to strengthen its
commitment to the highest levels of quality,
superior customer experience, best-in-class
service management, robust information
security and privacy practices and mature
business continuity management.

NBL has successfully achieved Maturity Level 3
in standard CMMI appraisal method for process
improvement ver 2.0. NBL has successfully
completed the annual ISO surveillance audit
and has been recommended for continuation of
its enterprise-wide certification.

NBLâs enterprise ISO certification scope
includes conformance to the following globally
recognized standards: ISO 9001:2015 (Quality
Management System) and ISO 27001:2022
(Information Security Management).

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of
cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are
not applicable for the business activities carried
out by the Company.

DEBT

The Company has availed âBank overdraft (OD)â
facility from YES Bank Ltd. amounting of ^170.00

lacs. At the end of March, 2025, the total
outstanding debt amount is ^65.25 lacs.

The Company has taken term loan from YES
Bank Ltd. amounting of ^28.24 lacs during the
year 2024-25.

The company has taken Un-secured loan from
related parties during the year under review. The
total outstanding amount of Un-secured loan
taken from related parties is ^9.19 lacs.

The company has taken a âCar Loanâ from Bank
of India during in the F.Y 2021-22 amounting of
^9.40 lacs. At the end of March, 2025, the
outstanding car loan amount is ^3.47 lacs.

In addition to above, the company has taken UnÂ¬
secured business loan from Kotak Mahindra
bank amounting of ^20.00 lacs and Hero Fincorp
Limited amounting of ^ 20.21 lacs. The total
outstanding amount of Un-secured loan taken
from Kotak Mahindra bank is ^11.41 lacs and
from Hero Fincorp Limited is ^ 11.38 lacs.

SHIFTING OF REGISTERED OFFICE

During the year under review, the registered
office of the Company shifted from Third Floor,
Business Broadway Center, Above V-Mart, Law
Garden, Ahmedabad, Gujarat, India, 380006
(Present address of Registered Office of the
company) to 901, Shivarth- The Ace, Sindhu
Bhavan Road, Sindhu Bhavan, Ahmedabad,
Gujarat-380054 w.e.f. October 07, 2024.

CAPITAL STRUCTURE

During the F.Y 2024-25 and current financial
year, the companyâs authorized and paid-up
capital changed as below:

1. Authorized Share Capital
The Authorized share capital of the company is
increased on 6^th April 2024 from Rs.
^3,20,00,000/- (Rupees Three Crore Twenty
Lacs only) divided into 32,00,000 (Thirty-Two
Lacs only) equity shares of ^10/- (Rupees Ten
only) each to ^10,00,00,000/- (Rupees Ten
Crores) divided into 1,00,00,000 (One Crores)
equity shares of ^10/- (Rupees Ten Only) each
and then subsequently on 28^th September, 2024
it is increased to ^12,50,00,000/- (Twelve crore
Fifty lacs) divided into 1,25,00,000 (One Crores
Twenty Five Lacs) equity shares of ^ 10/-
(Rupees Ten Only) each and on November 09,

2024 the authorized capital increased from
^12,50,00,000/- (Twelve crore Fifty lacs) divided
into 1,25,00,000 (One Crores Twenty Five Lacs)
equity shares of ^10/- (Rupees Ten Only) each to
^15,00,00,000/- (Rupees Fifteen Crores) divided
into 1,50,00,000 (One Crores Fifty Lacs) equity
shares of Rs. 10/- (Rupees ten) each.

2. Paid-up Share Capital
The Paid-up share capital is increased from
^3,00,66,000/- (Rupees Three crore Sixty Six
Thousand) divided into 30,06,600 (Thirty lacs Six
thousand Six hundred) each of ^10/- (Rupees
ten) to ^10,78,62,000/- (Rupees Ten crore
Seventy Eight lacs Sixty Two Thousand) divided
into 1,07,86,200 (One Crore Seven lacs Eighty
Six thousand Two hundred) each of ^ 10/-
(Rupees ten).

- Bonus Issue of Shares

The Board of Directors at its meeting held on 22^ndApril, 2024 passed a resolution for allotment of

60.13.200 (Sixty Lacs Thirteen Thousand Two
Hundred) fully paid Equity shares of ^10/- each
fully paid up as bonus shares to the existing
shareholders of the Company in the ratio of 2:1
[i.e. 2 (Two) fully paid-up equity shares for every
1 (One) equity shares held].

The Company has taken approval of
shareholders by calling an Extra- Ordinary
General meeting on 06^th April 2024 for issue of

60.13.200 no. of equity shares as a bonus to the
shareholders whose name were registered in the
register of members as on 19^th April 2024 (i.e.
Record date).

The Company has obtained various statutory
approvals from BSE as required. These include
in principle approval on April 9, 2024, Listing
approval on April 25, 2024, and Trading approval
on May 3, 2024.

- Preferential Allotment of Equity shares
and Warrants

The Board of Director at its meeting held on 10^thDecember 2024 had made allotment of
16,94,400 (Sixteen Lacs Ninety-Four Thousand
Four Hundred) Equity Shares, having face value
of Rs. 10/- (Rupees Ten Only) each at a price of
^61/- (Rupees Sixty-One Only) including
premium of ^51/- (Rupees Fifty-One Only) each,
aggregating to ^10,33,58,400/- (Rupees Ten
Crores Thirty-Three Lacs Fifty-Eight Thousand
Four Hundred Only) on preferential basis.

Also, In the Board Meeting dated 10^th December,

2024, the directors of the Company had made
allotment of 26,13,100 (Twenty-Six Lacs
Thirteen Thousand One Hundred) convertible
warrants, each convertible into, or
exchangeable for, 1 (one) fully paid-up equity
share of the Company of face value of 10/- each
(âWarrantsâ) at a price of Rs. 61/- (Rupees Sixty-
One Only) each (including premium of Rs. 51/-
each) payable in cash (âWarrants Issue Priceâ),
each on a preferential basis (âPreferential
Issueâ), aggregating up to ^15,93,99,100/-
(Rupees Fifteen Crores Ninety-Three Lacs
Ninety-Nine Thousand One Hundred Only).

In current year, In Board Meeting dated 9^th July,

2025, 72,000 Convertible Warrants converted
into the Equity Shares which increased the paid
up capital to ^10,78,62,000/- (Rupees Ten crore
Seventy-Eight lacs Sixty-Two Thousand) divided
into 1,07,86,200 (One Crore Seven Lacs Eighty-
Six thousand Two hundred) each of ^ 10/-
(Rupees ten).

INITIAL PUBLIC OFFER (IPO)

In the FY 2021-22, your company came up with
Initial Public issue of 5,39,200 (five lacs thirty-
nine lacs two hundred) equity shares of ^10/-
(Rupees ten) each for cash at a price of ^ 74/-
(Seventy- four) per equity shares aggregating
^3,99,00,800/- (Rupees Three crore ninety-nine
lacs and eight hundred). The Company has been
listed on BSE Start up SME platform on 15th
September 2021.

UTILISATION OF IPO PROCEEDS

The Company raised funds of ^399.01 Lakhs through Initial Public Offering (IPO). The gross proceeds of
IPO have been fully utilized till the end of 31st March, 2022 in the manner as proposed in the Offer
Document, the details of which are here under:

(?in lakhs)

Sr. No	Original Object	Original Allocation	Funds Utilized
1.	Funding the working capital requirements of the company	200.00	200.00
2.	Funding purchases of equipment	50.00	50.00
3.	Marketing initiatives	40.00	40.00
4.	General Corporate Purposes	79.01	79.01
5.	Issue related expenses	30.00	30.00
	Total	399.01	399.01

Further, there is no deviation/ variation in the utilization of the gross proceeds.

UTILISATION OF PROCEEDS RAISED FROM PREFERENTIAL ISSUE OF EQUITY SHARES

The company has made a preferential issue of 16,94,400 (Sixteen lacs Ninety-Four thousand Four
Hundred) equity shares of face value of ^10/- (Rupees Ten) each at a price of ^61/- (Rupees Sixty-One)
per equity share including premium of ^51 each, on a preferential basis (âPreferential Issueâ). The object
of the preferential issue for cash consideration is to finance working capital requirement and general
corporate purpose of the Company .

The total proceeds from preferential issue of Equity Shares received in December 2024 amounting to
^10,33,58,400/- (Rupees Ten Crores Thirty-Three Lacs Fifty-Eight Thousand Four Hundred) was fully
utilized till the end of 31^th March, 2025. The Company has filed Statement of Deviation(s) or Variation(s)
under Regulation 32(8) of SEBI (LODR) Regulation, 2015 for the half year ended on March, 2025 on 30^thMay, 2025 as below:

(^in lakhs)

Sr. No	Original Object	Original Allocation	Funds Utilized
1.	Working Capital Requirements	800.00	800.00
2.	General Corporate Purpose	234.00	234.00
	Total	1034.00	1034.00

Further, there is no deviation/ variation in the utilization of the gross proceeds.

UTILISATION OF PROCEEDS RAISED FROM PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

The company has made a preferential issue of 26,13,100 (Twenty Six lacs Thirteen thousand One
Hundred) convertible warrants of face value of ^10/- (Rupees Ten) each at a price of ^61/- (Rupees Sixty
One) per equity share including premium of ^51 each, on a preferential basis (âPreferential Issueâ).

The object of the preferential issue for cash consideration is to finance working capital requirement,
capital expenditure and general corporate purpose of the Company.

The total proceeds from preferential issue of convertible warrants received in December, 2024
amounting to 3,98,49,775/- (Rupees Three Crores Ninety Eight Lacs Forty Nine Thousand Seven Hundred
Seventy Five) (25% of the of ^ 15,93,99,100/-) was fully utilized till the end of 31st March, 2025. The
Company has filed Statement of Deviation(s) or Variation(s) under Regulation 32(8) of SEBI (LODR)
Regulation, 2015 for the half year ended on March, 2025 on 30th May, 2025 as below:

Sr. No	Original Object	Original Allocation	Funds Utilized
1.	Working Capital Requirements	200.00	200.00
2.	Capital Expenditure	125.00	125.00
3.	General Corporate Purpose	74.00	74.00
	Total	399.00	399.00

Further, there is no deviation/ variation in the utilization of the gross proceeds.
SUBSIDIARIES/HOLDINGS OF THE COMPANY

During the year under review, CAFE BLOCKCHAIN PRIVATE LIMITED (CIN: U62091GJ2023PTC140857)
was a subsidiary Company of the Company. However, pursuant to changes in the shareholding and
capital structure, where they made an allotment of 5000 equity shares on right basis to the existing
shareholder, Tinycheque Ventures Private Limited (CIN:U70200HR2023PTC113358).

As a result of the allotment of equity shares on a rights basis, Cafe Blockchain Private Limited (CIN:
U62091GJ2023PTC140857) is no longer considered a subsidiary of the Company.

As, the Company''s total shareholding has been reduced from 75% to 50%, representing 7,500 equity
shares from 30th September 2024. CAFE BLOCKCHAIN PRIVATE LIMITED become associate Company
of the Company.

The Company has made an announcement under Regulation 30 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with stock exchange on 1 st October, 2024.

ASSOCIATES/JOINT VENTURES OF THE COMPANY

The Company have three associate entities as on 31^st March 2025:

Sr. No.	Name of Associate Entity	Date of Stake acquired	% Stake	Country
1.	Ndear Technologies Private Limited (CIN: U72900GJ2019PTC106922)	05^th March, 2019	Holding 30% i.e 3,000 equity shares in the name of the company	India
2.	Proex Advisors LLP (LLPIN: AAJ-8215)	05^th April, 2023	Holding 50% stake in the name of the company	India
3.	CAFE BLOCKCHAIN PRIVATE LIMITED (CIN: U62091GJ2023PTC140857)	30^th September 2024	Holding 50% stake in the name of the company	India

During the Year, CAFE BLOCKCHAIN PRIVATE
LIMITED becomes the associate company of the
Company due to changes in the shareholding
and capital structure of the CAFE BLOCKCHAIN
PRIVATE LIMITED, where they made an allotment
of 5000 equity shares on right basis to the
existing shareholder, Tinycheque Ventures
Private Limited

(CIN:U70200HR2023PTC113358).

As a result, the Company''s total shareholding
has been reduced from 75% to 50%,
representing 7,500 equity shares from 30th
September, 2024. Hence, CAFE BLOCKCHAIN
PRIVATE LIMITED become associate Company
of the Company.

Pursuant to Provision of 129(3) read with rule 5
of Companies (Accounts) Rules, 2014, Form
AOC-1 (Statement containing salient features of
the Financial Statement of Associate is attached
as an ANNEXURE- I)

DEPOSITS

During the year under review, the Company has
not accepted any deposits from the
shareholders and public within the meaning of
Sections 73 and 74 of the Companies Act, 2013
read together with the Companies (Acceptance
of Deposits) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) for the time
being in force).

RISK MANAGEMENT AND INTERNAL
CONTROL SYSTEM

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

The Board of Directors has drafted a Risk
Management Policy, which can be accessed on
the company''s website at Risk Management
Policy.

PARTICULARS OF LOANS, GUARANTEE OR
INVESTMENTS

Loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013
form part of the Notes to the financial
statements provided in this Integrated Annual
Report.

In reply of Auditors note, the board justify that:
During the year, the Company has made
investments, provided guarantees/security, and
granted loans/advances in the nature of loans to
subsidiaries, associates, and other parties. The
aggregate outstanding as on the Balance Sheet
date stood at ^1,719.46 lakhs for related parties
and ^591.49 lakhs for others.

Certain loans/advances were extended without
formal loan agreements or repayment
schedules; however, these are either repayable
on demand or extended for strategic business
purposes. The Board confirms that all such
transactions are in the ordinary course of
business, periodically reviewed, within prudent
financial limits, and do not prejudice the interest
of the Company.

DIVIDEND DISTRIBUTION POLICY

For detailed information regarding our dividend
distribution policy, please visit our company
website. You can access the policy document
directly through the following link: Dividend
Distribution Policy.

BRANCH OFFICE

As on the date of this report, the company does
not have any branch offices.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

During the year under review, there was
Cessation of CS Sahul Jotaniya as Compliance
Officer and Company secretary of the Company
w.e.f. 25th December 2024 and CS Nisha Darji
was appointed as the Company secretary and
Compliance Officer of the Company w.e.f. 2nd
January 2025. CS Nisha Darji resigned as

Compliance Officer and Company Secretary
w.e.f. 7th July 2025.

Mr. Nirmal Kumar Jain resigned as director and
chairperson of the Company w.e.f. 28th May
2025.

Pursuant to the provisions of Section 152 of the
Companies Act, 2013 Mr. Yaman Saluja (DIN:
07773205), Director of the Company retires by
rotation at the ensuing Annual General Meeting
and being eligible, has offered himself to be reÂ¬
appointed as Director of the Company. The

Board recommends the re-appointment of Mr.
Yaman Saluja Director of the Company is liable
to retire by rotation.

During the Year there is no change in the
composition of the Board of Directors and the
Management team of the company.

As of March 31, 2025, the Company had seven
(7) Directors, including three Executive Directors
and four Non-Executive Directors, two of whom
are Independent Directors. Additionally, the
Board includes one woman director.

CONSTITUTION OF BOARD

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further,
in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (âListing Regulationsâ), the Company is exempted from the requirement of having composition of
Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a âMemberâ of more than 10 (ten) board committees or âChairmanâ of
more than 5 (five) board committees across all the public companies in which they are a âDirectorâ. The
necessary disclosures regarding Committee positions have been made by all the Directors.

Below table shows the composition of board of the company:

Name of Director	Category Cum Designation	Date of Original Appointme nt	Date of Appointmen t at current Term & designation	Total Direc torshi p¹	No. of Committee²		No. of Shares held as on March 31,2025
Name of Director	Category Cum Designation	Date of Original Appointme nt	Date of Appointmen t at current Term & designation	Total Direc torshi p¹	Name of Direct or	Cate gory Cum Desi gnati on	No. of Shares held as on March 31,2025
Mr. Yaman Saluja	Whole-Time Director & CFO	April 20, 2017	January 12, 2021	2	0	1	7,12,800 Equity Shares
Mr. Ashish Jain	Director & CEO	April 20, 2017	January 12, 2021	1	0	1	12,00,38 4 Equity Shares
Mr. Abhishek Jain	Non-Executive Director	April 20, 2017	April 20, 2017	4	0	1	7,28,880 Equity Shares
Mr. Siddharth Soni	Non-Executive Director	May 25, 2022	May 25, 2022	5	1	0	Nil
Mr. Sunit Shah	Independent Director	September 13,2021	September 13,2021	1	1	2	Nil
Mrs. Puja Kasera	Independent Director	September 13,2021	September 13,2021	4	1	4	Nil

ATTENDANCE OF BOARD MEMBERS IN BOARD MEETING

In the year under review, a total of Eight (8) board meetings were held. The attendance details for
each Director at these Board Meetings and the Annual General Meeting during the financial year
2024-25 are provided below:

Name of Director	Mr. Nirmal Kumar Jain*	Mr. Yaman Saluja	Mr. Ashish Jain	Mr. Abhishek Jain	Mr. Siddharth Soni	Mr. Sunit Shah	Mrs. Puja Kasera
Number of Board Meeting held	8	8	8	8	8	8	8
Number of Board Meetings Eligible to attend	8	8	8	8	8	8	8
Number of Board Meeting attended	8	8	8	8	2	4	7
Presence at the previous 07^thAGM of F.Y. 2023-24 held on 28/09/2024	Yes	Yes	Yes	Yes	Yes	No	No

* Mr. Nirmal Kumar Jain ceased as Chairperson and Director of the Company w.e.f. 28^th May, 2025

None of the Company''s 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 Company''s 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:

Sr. No.	Type of General Meeting	Date of General Meeting
1.	07th Annual General Meeting	September 28, 2024

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:

Name	DIN/PAN	Designation
Mr. Ashish Jain	ANVPJ2446H	Chief Executive Officer (CEO)
Mr. Yaman Saluja	CNJPS0679H	Chief Financial Officer (CFO)
CS Sahul Jotaniya*	AYRPJ7563Q	Company Secretary & Compliance Officer
CS Nisha Darji**	IAQPD4812K	Company Secretary & Compliance Officer

* CS Sahul Jotaniya ceased as Company Secretary and Compliance Officer w.e.f. 25^th December, 2024.

** CS Nisha Darji was appointed as Company Secretary and Compliance OCicer w. e.f. 2^nd January, 2025 and resigned as
Company Secretary and Compliance OCicer w.e.f. 7^th July, 2025.

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.

DIRECTORSâ 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, 2025, 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,
2025 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

The Board has consistently accepted the Audit Committee''s recommendations as presented. During the
year under review, there is no changes in the composition of the Board, the Audit Committee

Present Composition of the Audit Committee

Name	DIN	Designation
Mr. Sunit Shah	08074335	Chairperson
Mrs. Puja Kasera	09327558	Member
Mr. Ashish Jain	07783857	Member

The Audit Committee convened the four times during the financial year 2024-25, specifically on April 22,
2024, May 30, 2024, September 04, 2024, and November 14, 2024. The following table provides
information on the composition of the Audit Committee and the attendance of its members at these
meetings:

Name of the committee	Category	Designation	Number of meetings during the Financial Year 2024-25
member			Held	Eligible to attend	Attended
Mr. Sunit Shah	Independent Director	Chairperson	4	4	2
Mrs. Puja Kasera	Independent Director	Member	4	4	3
Mr. Ashish Jain	Director & CEO	Member	4	4	4

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 committee''s
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
committee''s 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
Companyâs 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 Company''s
commitment to transparency and
accountability. The Whistle Blower Policy is
accessible to all employees and is available on
the Companyâs 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) STAKEHOLDERâS GRIEVANCE
COMMITTEE

The Board of Directors in their meeting held on
February 22, 2021 had formed Stakeholderâs
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 2024-25 the Composition of the Stakeholder Grievance Committee as below:

Name	DIN	Designation
Mrs. Puja Kasera	09327558	Chairperson
Mr. Sunit Shah	08074335	Member
Mr. Yaman Saluja	07773205	Member
Mr. Nirmal Kumar Jain	07773203	Member

During the year, due to resignation of Mr. Nirmal Kumar Jain w.e.f. 28^th May, 2025 as Director and
Chairperson of the Company, the board have in their meeting held on 9^th July, 2024 reconstituted the
composition of the Stakeholder Grievance Committee as below:

Present Composition of the Stakeholder Grievance Committee

Name	DIN	Designation
Mrs. Puja Kasera	09327558	Chairperson
Mr. Sunit Shah	08074335	Member
Mr. Yaman Saluja	07773205	Member

In the fiscal year 2024-25, the Stakeholder''s Grievance Committee convened once, specifically on March
19, 2025. The following section outlines the Committee''s composition and provides details on the
attendance of its members at this meeting:

Name of the committee member	Category	Designation	Number of meetings during the Financial Year 2024-25
Name of the committee member	Category	Designation	Held	Eligible to attend	Attended
Mrs. Puja Kasera	Independent Director	Chairperson	1	1	1
Mr. Sunit Shah	Independent Director	Member	1	1	1
Mr. Yaman Saluja	Whole-Time Director & CFO	Member	1	1	1
Mr. Nirmal Kumar Jain³	Chairman & Director	Member	1	1	1

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 companyâs 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 no change in the composition of the
Board of the company.

Present Composition of the Nomination &
Remuneration Committee

Name	DIN	Designation

Mr. Siddharth Soni	02152387	Chairperson
Mrs. Puja Kasera	09327558	Member
Mr. Sunit Shah	08074335	Member
Mr. Abhishek Jain	07773124	Member

The Nomination and Remuneration Committee
convened two times during the 2024-25
financial year. These meetings took place on
September 03, 2024 and January 02, 2025.

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

Name of the committee member	Category	Designation	Number of meetings during the Financial Year 2024-25
Name of the committee member	Category	Designation	Held	Eligible to attend	Attended
Mr. Siddharth Soni	Non-Executive Director	Chairperson	3	3	2
Mr. Sunit Shah	Independent Director	Member	3	3	3
Mrs. Puja Kasera	Independent Director	Member	3	3	2
Mr. Abhishek Jain	Non-Executive Director	Member	3	3	3

Nomination and Remuneration Policy

The Nomination and Remuneration Policy was
initially approved by the Board of Directors
during their meeting on February 22, 2021. Since
then, the policy has undergone several

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.

amendments to meet evolving requirements.
The latest version of the amended policy can be
accessed on the company''s 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 arm''s 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 arm''s 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 2024-25 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
Company''s 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 employeesâ 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: [email protected] 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

Bonus Issue: In March and April 2024, the
company undertook a Bonus issue involving
60,13,200 (Sixty lacs Thirteen thousand Two
Hundred) equity shares, each with a nominal
value of ^10 (Rupees Ten).

Preferential Issue: In December, 2024 the
Company undertook allotment of 16,94,400
Equity Shares and 23,16,200 Convertible
Warrants on preferential basis.

As a result, during the financial year under
review, the listed equity share capital of the
company increased from 30,06,600 equity
shares to 1,07,14,200 Equity Shares (on Diluted
basis it is 1,33,27,300 equity shares listed as on
31^st March, 2025).

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

During the year, the Company has not entered
any material contracts and arrangements

NUMBER OF EMPLOYEES AS ON THE
CLOSURE OF FINANCIAL YEAR 2024-25

The Company has 37 employee as on the
closure of the Financial Year 2024-25.

DETAILS OF ANY SETTLEMENT MADE WITH
BANKS OR FINANCIAL INSTITUTIONS

No settlement is made with any Bank or
Financial Institution during the year.

DISCLOSURES UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company is committed to ensuring a safe,
inclusive, and supportive workplace for women
employees. The Company has complied with
the provisions of The Maternity Benefit Act,
1961, including amendments and rules framed
thereunder, to the extent applicable.

SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The details of Complaint received by the
company during the year 2024-25 are as under:

a) The number of sexual harassment
complaints received during the year - NIL

b) The number of such complaints disposed of
during the year-NA

c) The number of cases pending for a period
exceeding ninety days-NIL

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 individual''s 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 victim''s 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.

procedures, and provide remedies for
victims. It''s 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.

INTERNAL COMPLAINTS COMMITTEE UNDER
SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

The Company has complied with the provisions
relating to the Constitution of Internal
Complaints under Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. There was no case
filed or registered with the committee during the
year, under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and

Redressal) Act, 2013. Further Company ensures
that there is a healthy and safe environment for
every women employee at the workplace.

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, 2025, is now
available for viewing. Interested parties can
access this document by visiting the Companyâs
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 sub-section (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 company''s Annual
report, where management provides an analysis
and discussion of the company''s financial
performance, its future prospects, risks, and
other relevant factors that may impact the
company''s operations and financial results. The
MD&A report is typically aimed at providing
shareholders, investors, and other stakeholders
with insights into the company''s overall financial
health, strategic direction, and management''s
perspective on key issues.

Managementâs 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 âAnnexure
-Vâ.

CORPORATE SOCIAL RESPONSIBILITY

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

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

â¢ Turnover of rupees one thousand crore or
more or

â¢ 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 sub-section (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 subÂ¬
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 Informationâ. 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,
Companyâs 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
âAnnexure - VIâ to the Boardâs 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
09th Annual General Meeting to be in the
calendar year 2026. Due to preoccupation with
the other assignments, M/s. Purushottam
Khandelwal & Co., Chartered Accountant Firm
has resigned as Statutory Auditor of the
Company w.e.f. 4th September, 2024 from the
F.Y, 2024-25.

M/s Chirag R. Shah & Associates, Chartered
Accountants (FRN: 118791W) appointed as
statutory auditor of the Company to hold office
for a term of 5 (five) consecutive years from
conclusion of the 7th Annual General Meeting
until the conclusion of the 12th Annual General
Meeting of the Company, to be held in the
financial year 2029-30.

The Auditorâs Report for the financial year ended
on March 31,2025 and the financial statements
of the Company are a part of this Annual Report.
The Auditorâs Report for the financial year ended
on March 31, 2025 contain unqualified opinion
for the consolidated and standalone financials.

The Board has duly reviewed the Statutory
Auditorâs Report on the Accounts. The
observations, comments and notes of the
Auditor are self-explanatory and do not call for
any further explanation /clarification.

WEBSITE

www.naapbooks.com. This website includes all
necessary information as mandated by the
aforementioned regulation and circulars.

Through an Intimation letter dated December
24, 2024, the Company notified the exchange
that the existing website, www.naapbooks.com,
has been updated to incorporate new
technology and enhance cybersecurity

measures. This update was carried out 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 Companyâs long-term vision.

In addition to financial information, the Report
covers various crucial aspects such as the
organization''s 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 company''s
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 company''s success.

On behalf of the Board of Directors

Sd/- ^Sd/-

Ashish Jain ^{Yaman Salu}J^a

Place: Ahmedabad Director & CEO Whole Time Director & CFO

Date: September 06, 2025 (DIN: 07783857) (DIN: 07773205)

Excluding LLPs, Section 8 Company & Struck Off Companies as on September 06, 2025

Committee includes Audit Committee, Nomination & Remuneration Committee and Stakeholderâs
Relationship Committee across all Public Companies.

Ceased w.e.f. 28^th May, 2025

During the year under review, the Company does not receive a single complaint from a shareholder. This
complaint was promptly addressed and successfully resolved within one week.

Mar 31, 2024

The Board of Directors is pleased to present the company''s 7^th Annual Report, accompanied by the Audited Financial Statements for the fiscal year ending March 31, 2024.

FINANCIAL HIGHLIGHTS

Below is a comprehensive summary of the Company''s financial performance for the fiscal year ending March 31, 2024. This overview includes detailed insights into both Consolidated and Standalone results, providing a clear picture of the Company''s financial health and operational outcomes over the past year:

(?in Lakhs)
	CONSOLIDATED	STANDALONE
PARTICULARS	YEAR ENDED	YEAR ENDED	YEAR ENDED
	31/03/2024	31/03/2024	31/03/2023
I. Net Sales/Income from Operations	776.94	776.94	521.38
II. Other Income	1.38	1.38	5.76
III. Total Income (I II)	778.32	778.32	527.14
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	284.30	284.43	140.86
V. Finance Cost	15.18	15.18	6.77
VI. Depreciation and Amortization Expense	48.50	48.50	47.33
VII. Profit Before Tax (IV-V-VI)	220.62	220.75	86.76
VIII. Tax Expense:
i Current Tax Expense	56.03	56.02	22.37
ii MAT Credit	0	0	0
iii MAT Credit Relating to prior years	0	0	0
iv Tax Expense Relating to prior years	-0.10	-0.10	1.12
v Deferred Tax (Asset)/Liabilities	-0.90	-0.90	0.57
IX. Profit After Tax before Minority Interest(VII-VIII)	165.59	165.73	62.70
X. Minority Interest	-0.03	0	0
XI. Profit for the year after tax and Minority Interest (IX-X)	165.62	165.73	62.70

The Company reports both consolidated and standalone financial results every six months, with these results undergoing a limited review. Additionally, it publishes audited financial results annually.

The consolidated and standalone financial results for the half-year and full-year ending on March 31, 2024, are available on the Companyâs website. You can access the detailed report at this link.

COMPANY''S PERFORMANCE

During the Year under review, the Company recorded total revenue from operation (standalone) of 5776.94 lacs as compared to the previous year was 5521.38 lacs which is increased by 49.02 % on Y-o-Y. The Profit after tax (standalone) is 5165.73 lacs as compared to the previous year was 5 62.70 lacs which is increased by 164.32% on Y-o-Y.

Moreover, during the year under review, the company recorded total revenue from operation (consolidated) of 5776.94 lacs and the Profit after tax and Minority interest (consolidated) is 5165.62 lacs.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve and the same is retained in the Profit and loss account.

DIVIDEND

The Board of Directors of the company have not recommended any interim or final dividend for the financial year 202324.

QUALITY INITIATIVES

The Company continues to strengthen its commitment to the highest levels of quality, superior customer experience, best-in-class service management, robust information security and privacy practices and mature business continuity management.

NBL has successfully achieved Maturity Level 3 in standard CMMI appraisal method for process improvement ver 2.0. NBL has successfully completed the annual ISO surveillance audit and has been recommended for continuation of its enterprise-wide certification.

NBLâs enterprise ISO certification scope includes conformance to the following globally recognized standards: ISO 9001:2015 (Quality Management System) and ISO 27001:2022 (Information Security Management).

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DEBT

The Company has availed âBank overdraft (od)â facility from YES Bank Ltd. amounting of 5150.00 lacs. At the end of March, 2024, the total outstanding debt amount is 5126.69 lacs.

The company has taken Un-secured loan from related parties during the year under review. The total outstanding amount of Un-secured loan taken from related parties is 514.42 lacs.

The company has taken a âCar Loanâ from Bank of India during in the F.Y 2021-22 amounting of 59.40 lacs. At the end of March, 2024, the outstanding car loan amount is 55.40 lacs.

In addition to above, the company has taken Un-secured business loan from Kotak Mahindra bank amounting of 5

20.00 lacs and Hero Fincorp Limited amounting of 5 20.21 lacs. The total outstanding amount of Un-secured loan taken from Kotak Mahindra bank is 517.56 lacs and from Hero Fincorp Limited is 5 17.52 lacs.

CAPITAL STRUCTURE

During the F.Y 2023-24 and current financial year, the companyâs authorized and paid up capital changed as below:

1. Authorized Share Capital

The Authorized share capital of the

company is increased on April 06, 2024 from 53,20,00,000/- (Three crore twenty lacs) divided into 32,00,000 (Thirty Two lacs)equity shares of 510/-(Rupees ten) each to 5 10,00,00,000/- (Rupees Ten crore) divided into 1,00,00,000 (One Crore) equity shares of 5 10/- (Rupees ten) each.

2. Paid-up Share Capital

The Paid-up share capital is increased

from 51,95,66,000/- (Rupees One crore ninety five lacs sixty-six thousand) divided into 19,56,600 (Nineteen lacs fifty-six thousand six hundred)each of 510/- (Rupees ten) to

59,01,98,000/- (Rupees Nine crore One lacs Ninety Eight Thousand) divided into 90,19,800 (Ninety lacs Nineteen thousand Eight hundred) each of 5 10/- (Rupees ten).

INITIAL PUBLIC OFFER (IPO)

In the FY 2021-22, your company came up with Initial Public issue of 5,39,200 (five lacs thirty-nine lacs two hundred) equity shares of 510/- (Rupees ten) each for cash at a price of 5 74/- (Seventy- four) per equity shares aggregating

53,99,00,800/- (Rupees Three crore ninety-nine lacs and eight hundred). The Company has been listed on BSE Start up SME platform on 15th September, 2021.

UTILISATION OF IPO PROCEEDS

The Company raised funds of 5399.01 Lakhs through Initial Public Offering (ipo). The gross proceeds of IPO have been fully utilized till the end of 31st March, 2022 in the manner as proposed in the Offer Document, the details of which are here under:

(5in lakhs)
Sr. No	Original Object	Original Allocation	Funds Utilized
1.	Funding the working capital requirements of the company	200.00	200.00
2.	Funding purchases of equipment	50.00	50.00
3.	Marketing initiatives	40.00	40.00
4.	General Corporate Purposes	79.01	79.01
5.	Issue related expenses	30.00	30.00
	Total	399.01	399.01
Further, there is no deviation/ variation in the utilization of the gross proceeds.

PREFERENTIAL ISSUE OF EQUITY SHARES

In March and April, 2023, the Company has issued, offered and allotted 11,50,000 (Eleven Lacs fifty thousand) equity shares of face value of 510/- (Rupees Ten) each at a price of 572/- (Rupees Seventy Two) per equity share including premium of 562/- (Rupees Sixty Two) each, on a preferential basis (âPreferential Issueâ), out of which 4,00,000 (Four Lacs) equity shares were to be issued for cash and 7,50,000 (Seven Lacs Fifty Thousands) equity shares were issued to m/s. Proex Advisors LLP for consideration other than cash (being swap of 50% contribution of Proex Advisors LLP) towards the payment of the Purchase Consideration payable by Proex Advisors And, remaining 10,50,000 (Ten lacs fifty thousand) equity shares of face value of

LLP to the company, for the acquisition of Purchase Shares, in accordance with provisions of the Companies Act, 2013 and SEBI (icdr) Regulations, 2018.

Moreover, Out of total issue size of

11,50,000 (Eleven Lacs fifty thousand) equity shares of face value of 510/-(Rupees Ten) each, the company has allotted 1,00,000 (One lacs) equity shares of face value of 510/- ( Rupees Ten) each at a price of 572/- ( Rupees Seventy Two) per equity share including premium of 562/-(Rupees Sixty Two) each on a preferential basis on 31st March, 2023 to Person other than promoter and promoter group i.e. Public category shareholders for cash consideration.

510/- (Rupees Ten) each were issued or allotted on 05th April, 2023, of which

7,50,000 (seven lacs fifty thousand) equity shares of face value of 510/-(Rupees Ten) each at a price of 572/-(Rupees Seventy Two only) per equity share including premium of 562/-(Rupees Sixty Two) each , were issued or allotted on a preferential basis to M/s. Proex Advisors LLP, a Directorâs firm i.e. Promoter Group category for consideration other than cash (Share Swap basis) and 3,00,000 (Three lacs)

UTILISATION OF PREFERENTIAL ISSUE PROCEEDS

The company has made a preferential issue of 11,50,000 (Eleven lacs fifty thousand) equity shares of face value of 510/- (Rupees Ten) each at a price of 572/- (Rupees Seventy Two) per equity share including premium of 562 each , on a preferential basis (âPreferential Issueâ), out of which 4,00,000 ( Four lacs) equity shares were issued for cash and 7,50,000 (Seven lacs fifty thousands) equity shares were issued for consideration other than cash (share swap).

The object of the preferential issue for cash consideration is to finance working capital requirement of the Company and the object of the preferential issue for consideration other than cash is to allot

The total proceeds from preferential issue received in March and April, 2023 amounting to 52,88,00,000/- (Rupees Two Crores Eighty Eight Lacs) was fully utilized till the end of the half year i.e. 30th September, 2023. The Company has filed

equity shares of face value of 510/-(Rupees Ten) each at a price of 572/-(Rupees Seventy Two only) per equity share including premium of 562/-(Rupees Sixty Two) each , were issued or allotted on a preferential basis to a corporate entity i.e. a Public Limited company belong to Public category i.e. person other than promoter and promoter group for cash consideration.

Subscription Shares to Proex Advisors LLP to discharge the total consideration of

55.40.00. 128/- payable by the Company for the acquisition of 50% contribution of Proex Advisors LLP.

The Company has allotted 1,00,000 (One lacs) equity shares out of 11,50,000 (Eleven lacs fifty thousand) equity shares on 31st March, 2023 and raised

572.00. 000/- (Rupees Seventy two lacs) out of total cash consideration of

52.88.00. 000 /- (Rupees Two crores eighty eight lacs).

Moreover, 7,50,000 number of equity shares were allotted for consideration other than cash (Share Swap basis). Hence, the company didnât receive any amount from the said allotment.

Statement of Deviation(s) or Variation (s) under Regulation 32(8) of SEBI (lodr) Regulation, 2015 for the half year ended on September, 2023 on 06th October, 2023 as below:

Sr. No	Original Object	Original Allocation	Funds Utilized
1.	Funding the working capital requirements of the company	5288.00	5288.00
2.	To Acquire 50% stake in Proex Advisors LLP	0.00	0.00
	Total	5288.00	5288.00
Further, there is no deviation/ variation in the utilization of the gross proceeds.

Out of total cash consideration amount of

52,88,00,000/- (Rupees Two crores eighty-eight lacs), 572,00,000 (Rupees Seventy two lacs) were received on 31st March, 2023. Remaining issue proceeds i.e. 52,16,00,000/- (Rupees two crore sixteen lacs) were received during the year under review i.e. on 05th April, 2023. The Company will disclose the utilization amount in the Statement of Deviation(s) or Variation(s) under Regulation 32(8) of SEBI (lodr) Regulation, 2015 require to file for the half year ended on 30th September, 2023 in due course.

BONUS ISSUE OF EQUITY SHARES

The Board of directors of the company in their board meeting held on 07th March, 2024, considered and recommended the issue of Bonus Shares in the ratio of 2:1 i.e. 2 (Two) new Bonus equity share of 510/-each for every 1 (One) existing equity share of 510/- each fully paid-up held by the Members of the Company as on the Record Date (will be declared in due course), subject to approval of the Members of the Company. Thus, by issue of Bonus equity shares, Board of Directors

of the company had proposed to capitalize sum not exceeding 56,01,32,000/- (Rupees Six Crores One Lacs Thirty-Two Thousand) from and out of the Company''s Free Reserves and/or the securities premium account and/or or such other account as may be considered necessary, available as on the date of the Board meeting of the company.

The company has issued 60,13,200 number of new equity shares as a Bonus, having face value of 510/- (Rupees Ten) each. Due to issue and allotment of Bonus equity shares, the companyâs paid up capital was increased from 51,95,66,000/- (Rupees One crore ninety five lacs sixty-six thousand) divided into 19,56,600 (Nineteen lacs fifty-six thousand six hundred) each of 510/-(Rupees ten) to 59,01,98,000/-

(Rupees Nine crore One lacs Ninety Eight Thousand) divided into 90,19,800 (Ninety lacs Nineteen thousand Eight hundred) each of 5 10/- (Rupees ten).

The Company has taken approval of shareholders by calling an Extra-

Ordinary General meeting on 06th April, 2024 for issue of 60,13,200 no. of equity shares as a bonus to the shareholders whose name were registered in the register of members as on 19th April, 2024 (i.e. Record date).

The Company has obtained various statutory approvals from BSE as required. These include In-principle approval on April 9, 2024, Listing approval on April 25, 2024, and Trading approval on May 3, 2024. Additionally, the Company has filed the Return of Allotment with the ROC.

subsidiaries/holdings of the company

Your Company has incorporated a subsidiary company during the year under review as under:

Sr.

No.

Name of Subsidiary Company

Date of Incorporation

% Stake

Country

CAFE BLOCKCHAIN PRIVATE LIMITED

(CIN:U62091GJ2023PTC140857)

06^th May, 2023

Holding 75% i.e 7,500 equity shares in the name of the company

India

This strategic decision aligns with our long-term growth objectives and expands our reach into new markets while diversifying our operations.

The establishment of CAFE BLOCKCHAIN PRIVATE LIMITED allows your company to pursue additional business opportunities, leverage synergies, and enhance our overall competitive position in the industry.

By incorporating subsidiary company, we aim to capitalize on emerging market trends, extend our product/service offerings, and explore new avenues for revenue generation. Your companyâs primary focus will be to maximize shareholder value while maintaining a strong commitment to sustainable and responsible business practices.

The company provided the necessary disclosure to the BSE Stock Exchange on May 9, 2023, in compliance with Regulation 30 of the SEBI (lodr) Regulation, 2015, regarding the incorporation of the mentioned subsidiary company.

ASSOCIATES/JOINT VENTURES OF THE COMPANY

The Company have two associate entities as below:

Sr.

No.

Name of Associate Entity

Date of Stake acquired

% Stake

Country

Ndear Technologies Private Limited

(CIN: U72900GJ2019PTC106922)

05^th March, 2019

Holding 30% i.e 3,000 equity shares in the name of the company

India

Proex Advisors LLP (LLPIN: AAJ-8215)

05^th April, 2023

Holding 50% stake in the name of the company

India

Pursuant to Provision of 129(3) read with rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 (Statement containing salient features of the Financial Statement of Associate is attached as an ANNEXURE- I)

DEPOSITS

During the year under review, the Company has not accepted any deposits from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactments) for the time being in force).

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The company has established a well-defined process of risk management, wherein the identification, analysis and

assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though, the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the company. The required internal control systems are also put in place by the company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

The Board of Directors has drafted a Risk Management Policy, which can be accessed on the company''s website at Risk Management Policy.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Integrated Annual Report.

DIVIDEND DISTRIBUTION POLICY

For detailed information regarding our dividend distribution policy, please visit our company website. You can access the policy document directly through the following link: Dividend Distribution Policy.

BRANCH OFFICE

At the Board of Directors meeting on July 21, 2023, a proposal was approved to open a new branch office at Million Minds Tech City, a Special Economic Zone (SEZ) located behind Nirma University on S.G Highway in Gota, Ahmedabad, Gujarat, India.

However, due to unavoidable reasons and circumstances, the opening of this new branch office has been delayed. As of the date of this report, the company does not have any branch offices.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the composition of the Board of Directors and the Management team of the company.

As of March 31, 2024, the Company had seven (7) Directors, including three Executive Directors and four NonExecutive Directors, two of whom are Independent Directors. Additionally, the Board includes one woman director.

In the previous financial year, 2022-23, on May 25, 2022, the Board appointed Mr. Siddharth Soni (DIN: 02152387) as an Additional Director (Non-Executive). His appointment was subsequently regularized by the Members of the company during the 5th Annual General Meeting held on September 28, 2022, under specified terms and conditions.

Moreover, in the previous financial year, 2022-23, Ms. Niharika Shah resigned from her position as "Company Secretary and Compliance Officer" effective May 19, 2022. On May 25, 2022, the Board appointed Mr. Sahul Jotaniya as the new "Company Secretary and Compliance Officer," with his appointment taking effect from June 1, 2022.

CONSTITUTION OF BOARD

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (âListing Regulationsâ), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations

None of the Directors of Board is a âMemberâ of more than 10 (ten) board committees or âChairmanâ of more than 5 (five) board committees across all the public companies in which they are a âDirectorâ. The necessary disclosures regarding Committee positions have been made by all the Directors

None of the Company''s 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 Company''s 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:

Sr. No.	Type of General Meeting	Date of General Meeting
1.	06th Annual General Meeting	September 23, 2023

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 wholetime 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:

Name	din/pan	Designation
Mr. Ashish Jain	ANVPJ2446H	Chief Executive Officer (CEO)
Mr. Yaman Saluja	CNJPS0679H	Chief Financial Officer (CFO)
CS Sahul Jotaniya	AYRPJ7563Q	Company Secretary & Compliance Officer

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 nonIndependent 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 Committee''s 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:

Name	DIN	Designation
Mr Sunit Shah	08074335	Chairperson
Mrs. Puja Kasera	09327558	Member
Mr. Nirmal Kumar Jain	07773203	Member
Mr. Abhishek Jain	07773124	Member

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
Name	DIN	Designation
Mr. Sunit Shah	08074335	Chairperson
Mrs. Puja Kasera	09327558	Member
Mr. Ashish Jain	07783857	Member

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:

Name of the			Number of meetings during the Financial Year 2023-24
comm ittee member	Category	Designation	Held	Eligible to attend	Attended
Mr. Sunit Shah	Independent Director	Chairperson	3	3	3
Mrs. Puja Kasera	Independent Director	Member	3	3	2
Mr. Ashish Jain³	Director & CEO	Member	3	3	3

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 committee''s deliberations and decisionmaking 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 committee''s 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 Companyâs 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 Company''s commitment to transparency and accountability. The Whistle Blower Policy is accessible to all employees and is available on the Companyâs 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) STAKEHOLDER''S GRIEVANCE COMMITTEE

The Board of Directors in their meeting held on February 22, 2021 had formed Stakeholderâs 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
Name	DIN	Designation
Mrs. Puja Kasera	09327558	Chairperson
Mr. Sunit Shah	08074335	Member
Mr. Nirmal Kumar Jain	07773203	Member
Mr. Yaman Saluja	07773205	Member

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

Name of the committee member	Category	Designation	Number of meetings during the Financial Year 2023-24 Held ^Eligible Attended to attend
Mrs. Puja Kasera	Independent Director	Chairperson	1	1	1
Mr. Sunit Shah	Independent Director	Member	1	1	1
Mr. Yaman Saluja	Whole-Time Director & CFO	Member	1	1	1
Mr. Nirmal Kumar Jain	Chairman & Director	Member	1	1	1

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(l) 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 companyâs 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:

Name	DIN	Designation
Mr. Sunit Shah	08074335	Chairperson
Mrs. Puja Kasera	09327558	Member
Mr. Ashish Jain	07783857	Member
Mr. Siddharth Soni	02152387	Member

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

Name	DIN	Designation
Mr. Siddharth Soni	02152387	Chairperson
Mrs. Puja Kasera	09327558	Member
Mr. Sunit Shah	08074335	Member
Mr. Abhishek Jain	07773124	Member

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

Name of the	Category	Designation	Number of meetings during the Financial Year 2023-24
member	Category	Designation	Held	Eligible to attend	Attended
Mr. Siddharth Soni	Non-Executive Director	Chairperson	3	3	2
Mr. Sunit Shah	Independent Director	Member	3	3	3
Mrs. Puja Kasera	Independent Director	Member	3	3	2
Mr. Abhishek Jain	Non-Executive Director	Member	3	3	3

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 company''s 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 arm''s 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 arm''s 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 mentioned policy can be accessed on the Company''s 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 employeesâ 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: [email protected] 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 510 (Rupees Ten). Out of these, 750,000 equity shares were issued and allotted to Ms. Proex Advisors LLP, a firm associated with the company''s 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 572 (Rupees seventy-two) per share, totaling 52,88,00,000 (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:

â¢ 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 postacquisition 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 individual''s 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:

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

â¢ 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.

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

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

â¢ Visual harassment: Involves

displaying sexually suggestive images, posters, or emails.

â¢ 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. It''s 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.

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 Companyâs official website at Click Here.

DECLARATION BY INDEPENDENT DIRECTORS

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

MD&A report is prepared by the company''s management and represents their interpretation of the company''s financial results and prospects. Investors and stakeholders should review the MD&A report in conjunction with the company''s financial statements and other relevant information to gain a comprehensive understanding of the company''s performance and prospects. Managementâs 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 âAnnexure -V".

CORPORATE SOCIAL RESPONSIBILITY

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

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

â¢ Turnover of rupees one thousand crore or more or

â¢ 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 Informationâ. 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, Companyâs 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 âAnnexure -VIâ to the Boardâs 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^thAnnual 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 Auditorâs 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 Auditorâs 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 âAnnexure - VIIâ.

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 management''s 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 directorâs 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 Companyâs long-term vision.

In addition to financial information, the Report covers various crucial aspects such as the organization''s 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 company''s 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 company''s success.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article