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

Basis for Opinion

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

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

Key Audit Matter

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

Information other than the financial
statements and auditors’ report thereon

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

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

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

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

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

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

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

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

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

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

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

place and the operating effectiveness of
such controls.

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory
Requirements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For, Chirag R. Shah & Associates

Chartered Accountants
FRN: 118791W

Sd/-

Jainish R. Parikh

Partner

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

Place: Ahmedabad UDIN: 25603171BMJNYZ9513