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)

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 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 ^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.

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 ^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 “Car Loan” 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 Un¬
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 company’s 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,

The Board of Director at its meeting held on 10^th
December 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
(‘Warrants’) at a price of Rs. 61/- (Rupees Sixty-
One Only) each (including premium of Rs. 51/-
each) payable in cash (‘Warrants Issue Price’),
each on a preferential basis (‘Preferential
Issue’), 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)

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 (‘Preferential Issue’). 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^th
May, 2025 as below:

(^in lakhs)

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 (‘Preferential Issue’).

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:

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:

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 re¬
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 (“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.

Below table shows the composition of board of the company:

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:

* 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:

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:

* 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.

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, 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

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, there is no changes in the composition of the Board, the Audit Committee

Present Composition of the Audit Committee

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:

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
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 2024-25 the Composition of the Stakeholder Grievance Committee as below:

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

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:

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

Present Composition of the Nomination &
Remuneration Committee

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

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 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 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

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.

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.

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 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 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.

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 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 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
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 Auditor’s 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 Auditor’s 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
Auditor’s 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

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 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 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.

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)

1

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

2

Committee includes Audit Committee, Nomination & Remuneration Committee and Stakeholder’s
Relationship Committee across all Public Companies.

3

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.