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:

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 Company’s 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.

NBL’s 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 “Bank overdraft (od)” 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 “Car Loan” 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 company’s 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:

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 (‘Preferential Issue’), 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 Director’s 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 (‘Preferential Issue’), 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 didn’t 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:

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 company’s 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:

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 company’s 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:

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 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“Listing Regulations”), 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 “Member” of more than 10 (ten) board committees or “Chairman” of more than 5 (five) board committees across all the public companies in which they are a “Director”. 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:

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:

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:

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:

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

The Statutory Auditor of the Company was invited to the committee meetings whenever their presence was deemed necessary to provide insights and clarity on financial matters. Their expertise and independent perspective were considered invaluable for the 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 Company’s 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 Company’s 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 Stakeholder’s 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:

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:

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 company’s roles, rights, and responsibilities, the nature of

the industry in which the company operates, the business model of the company, and other related matters. During the Previous fiscal year under review, there was a change in the composition of the Board of the company. Consequently, the Nomination and Remuneration Committee was reconstituted during the Board meeting held on August 29, 2022. The updated composition of the Committee is as follows:

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

In furtherance, due to pre-occupancy of the committee members in other

assignments, the Board have in their meeting held on November 14, 2022, reconstituted the composition of the Nomination and Remuneration committee as below:

Present Composition of the Nomination & Remuneration Committee

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

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

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in a competitive market, and to harmonize the aspirations The Nomination and Remuneration Policy was initially approved by the Board of Directors during their meeting on February 22, 2021. Since then, the policy

of human resources consistent with the goals of the Company. The company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

has undergone several amendments to meet evolving requirements. The latest version of the amended policy can be accessed on the 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 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 employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write an Email: compliance@naapbooks.com to the company secretary in this regard.

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

MATERIAL CHANGES AND COMMITMENT

Preferential Issue: In March and April 2023, the company undertook a preferential issue (private placement) involving 11,50,000 (Eleven lacs fifty thousand)equity shares, each with a

nominal value of 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:

• 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:

• 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.

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.

It is essential to recognize that sexual harassment can happen to anyone, regardless of gender. While this response focuses on sexual harassment of women, it is crucial to address the issue comprehensively and work towards

creating safe and respectful work environments for everyone. During the year under review, there were no incidences of sexual harassment reported.

CONSERVATION ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

REPORTING OF FRAUD

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

ANNUAL RETURN

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

DECLARATION BY INDEPENDENT DIRECTORS

As per Section 149(7) of the Companies Act, 2013, every independent director is required to declare their independence at specific intervals. This declaration must be made during the first Board meeting

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

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) REPORT

A Management Discussion and Analysis (MD&A) report is forming part of 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. Management’s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as an “Annexure -V".

CORPORATE SOCIAL RESPONSIBILITY

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

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

• Turnover of rupees one thousand crore or more or

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

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

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

CORPORATE GOVERNANCE

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

As Your Company is listed on the BSE SME Startup platform of the Bombay Stock Exchange (bse), we benefit from specific regulatory exemptions. According to Regulation 15 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, our company is not required to comply with certain corporate governance provisions, specifically those outlined in Regulations 17 to 27, Clauses (b) to (i) of sub-

regulation (2) of Regulation 46, and Paragraphs C, D, and E of Schedule V.

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

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

The Board has also re-framed Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information”. The Code casts obligations upon the Directors and officers of the Company to prevent/ preserve the price Sensitive information, which may likely to have a bearing on the share price of the Company. Those who are in the knowledge of any such information are prohibited to use such information for any personal purpose. Similarly, the Code also prescribes how such information needs to be handled, disclosed or made available to the Public through Stock Exchanges, Company’s website, Press, Media, etc. The Company Secretary & Compliance Officer has been entrusted with the duties to ensure compliance.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities

and Exchange Board of India (sebi) regulations are provided in “Annexure -VI” to the Board’s report.

AUDITORS

a) Statutory Auditor

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

The Auditor’s 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 Auditor’s Report for the financial year ended on March 31, 2024 contain qualified opinion for the consolidated and standalone financials for the year ended on March 31, 2024.

b) Secretarial Auditor

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

for the Financial Year 2023-24 is annexed to this report as an “Annexure - VII”.

c) Internal Auditor

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

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

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

The following is the qualified opinion provided by the statutory auditor, along with the 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 director’s 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 Company’s 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.