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EQUITY - MARKET SCREENER

Naapbooks Ltd
Industry :  Computers - Software - Medium / Small
BSE Code
ISIN Demat
Book Value()
543351
INE0GOA01018
16.800816
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
124.53
78.63
EPS(TTM)
Face Value()
Div & Yield %
0.7
10
0
 

As on: Apr 26, 2024 09:04 AM

To,

The Stakeholders of

Naapbooks Limited

Dear Shareholders,

The Board of Directors are pleased to present the company's 5th Annual Report along with the Audited Financial Statements for the financial year ended on 31st March, 2022.

COMPANY'S PERFORMANCE

FINANCIAL HIGHLIGHTS

The Company's financial performance (Standalone) for the year ended on 31st March, 2022 is summarized below:

(Rs in Lakhs)

PARTICULARS YEAR ENDED 31/03/2022 YEAR ENDED 31/03/2021
I. Net Sales/Income from Operations 280.45 271.32
II. Other Income 0.019 0.12
III. Total Income (I+II) 280.47 271.44
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense 191.01 180.55
V. Finance Cost 8.73 6.72
VI. Depreciation and Amortization Expense 45.60 18.79
VII. Profit Before Tax (IV-V-VI) 35.13 65.38
VIII. Tax Expense:
i Current Tax Expense 8.46 15.94
ii MAT Credit 0 0
iii MAT Credit Relating to prior years 0 0
iv Tax Expense Relating to prior years (1.72) 0
v Deferred Tax (Asset)/Liabilities 5.14 2.40
IX. Profit After Tax (VII-VIII) 23.25 47.04

The Company discloses standalone financial results on a half yearly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the website of the Company at https://www.naapbooks.com/investor/.

FINANCIAL PERFORMANCE

The audited financial statements of your Company as on March 31, 2022, prepared in accordance with the relevant applicable Generally Accepted Accounting Standards and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, forms part of this Annual Report. The key aspects of our Company's performance during the financial year 2021-22 are as follows:

During the Year under review, the Company recorded total revenue of f 280.45 lacs as compared to the previous year was f 271.33 lacs which is increased by 3.36 % on Y-o-Y. The Profit after tax is f 23.26 lacs as compared to the previous year was f 47.05 lacs which is declined by 49.44 % on Y-o-Y.

TRANSFER TO RESERVES

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

DEBT

Our Company has availed "Bank overdraft (OD)" facility from YES Bank Ltd. in F.Y 2017-18 amounting of f16,00,000/- (Rupees Sixteen lacs). In F.Y 201819, the limit had been enhanced to f40,00,000/- (Rupees Forty lacs). In F.Y 2020-21, further the said limit was increased to f55,00,000/- (Rupees fifty- five lacs). At the end of March, 2022, the outstanding amount is f4,49,191/- (Rupees four lacs forty-nine thousand one hundred ninety- one).

Moreover, our company has taken "Car Loan" from Bank of India during the previous financial year i.e. F.Y 2021-22 amounting of f9,40,000/- (Rupees nine lacs forty thousand). At the end of March, 2022, the outstanding amount is f8,94,166/- (Rupees eight lacs ninety-four thousand one hundred sixty-six).

CAPITAL STRUCTURE

During the F.Y 2021-22, the company's authorized and paid up capital changed as below:

1. Authorized Capital

The Authorized share capital of the company is increased on May 25, 2020 from f10,00,000/- (Rupees ten lacs) divided into 1,00,000 (One lacs) equity shares of f 10/-(Rupees ten) each to f 2,00,00,000/- (Two crore) divided into 20,00,000 (Twenty lacs) equity shares of f 10/- (Rupees ten) each.

2. Paid-up Capital

The Paid-up capital is increased from f 1,31,74,000/- (Rupees one crore thirty-one lacs seventy-four thousand) divided into 13,17,400 (Thirteen lacs seventeen thousand four hundred) equity shares of f 10/- (Rupees ten) to f 1,85,66,000/- (Rupees Once crore eighty-five lacs sixty-six thousand) divided into 18,56,600 (Eighteen lacs fifty-six thousand six hundred) each of f 10/- (Rupees ten).

INITIAL PUBLIC OFFER (IPO)

During the year, your company came up with Initial Public issue of 5,39,200 (five lacs thirty-nine lacs two hundred) equity shares of f10/- (Rupees ten) each for cash at a price of f 74/- (Seventy- four) per equity shares aggregating f3,99,00,800/- (Rupees Three crore ninety-nine lacs and eight hundred). Our 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:

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

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

DEPOSITES

During the year under review, our 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).

subsidiaries/holdings of the company

Our Company does not have any holding company and nor it has any subsidiary company/(ies).

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

DIVIDEND DISTRIBUTION POLICY

The dividend distribution policy is available on the website of the company i.e. https://www.naapbooks.com/wp-content/ uploads/2022/07/DIVIDEND-DISTRIBUTION- POLICY.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Constitution of Board:

Name of Director Category Cum Designation Date of Original Appointment Date of Appointment at current Term & designation Total Director ship1 in which Director is Member in which Director is Chairpe rson No. of Shares held as on March 31, 2022
Mr. Nirmal Jain Chairman & Director October 07, 2017 January 12, 2021 1 1 0 2,00,768 Equity Shares
Mr. Yaman Saluja Whole-Time Director April 20, 2017 January 12, 2021 1 1 0 2,37,600 Equity Shares
Mr. Ashish Jain Director April 20, 2017 January 12, 2021 1 0 0 4,00,128 Equity Shares
Mr. Abhishek Jain Non-Executive Director April 20, 2017 April 20, 2017 1 2 0 2,42,960 Equity Shares
Mr. Sidhharth3 Soni Additional NonExecutive Director May 25, 2022 May 25, 2022 2 0 0 Nil
Mr. Sunit Shah4 Independent Director September 13, 2021 September 13, 2021 1 1 2 Nil
Mrs. Puja Kasera5 Independent Director September 13, 2021 September 13, 2021 1 2 1 Nil
Mr. Ashish Agarwal6 Independent Director January 12, 2021 January 12, 2021 4 2 1 Nil
Mrs. Sarita Agrawal7 Independent Director January 12, 2021 January 12, 2021 1 1 2 Nill

 

1 Excluding LLPs, Section 8 Company & Struck Off Companies.

 

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

 

3 Appointed on 25th May, 2022 4&5 Appointed on 13th Sep, 2021.

 

6 Resigned on 10th Sep, 2021.

 

7 Resigned on 10th Sep, 2021.

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.

The details of attendance of each Director at the Board Meeting and Annual General Meeting held during the year i.e. financial year 2021-22 are given below:

Name of Director Mr. Nirmal Jain Mr. Yaman Saluja Mr. Ashish Jain Mr. Abhishek Jain Mr. Sunit Shah1 Mrs. Puja Kasera2 Mr. Ashish Agarwal3 Mrs. Sarita Agrawal4
Number of Board Meeting held 6 6 6 6 6 6 6 6
Number of Board Meetings Eligible to attend 6 6 6 6 2 2 4 4
Number of Board Meeting attended 6 6 6 6 2 2 2 2
Presence at the previous 04thAGM of F.Y. 2020-21 held on 13/09/2021 Yes Yes Yes Yes No No No No

 

1 Appointed on 13th Sep, 2021.

 

2 Appointed on 13th Sep, 2021.

 

3 Resigned on 10th Sep, 2021.

 

4 Resigned on 10th Sep, 2021.

None of the Director of the Company is serving as a "Whole-Time Director" in any listed company and is holding position of an "Independent Director" in more than 3 (three) listed companies.

Neither any of the director of the company is holding position as a "Director" in more than 8 (eight) listed entities nor any of the director of the company serve as an "Independent Director" in more than 7 (seven) listed entities.

GENERAL MEETINGS

During the year under review, 1 (one) General Meeting was held, the details of which is given as under:

Sr. No. Type of General Meeting Date of General Meeting
1. 04th Annual General Meeting September 13, 2021

INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director's Databank.

The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company's operations. The said policy is put up on the Company's website and can be accessed at https://www.naapbooks.com/investor/.

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory

modification(s) or re-enactment(s) thereof for the time being in force) Mr. Yaman Saluja being a whole-time director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re

appointment.

During the year under review, Mr. Ashish Agarwal and Mrs. Sarita Agrawal have tendered their resignation from the position of independent director w.e.f. September 10, 2021 due to personal reasons.

As per SEBI (LODR) Regulation, 2015, to fill up the vacancy caused due to resignation of Mr. Ashish Agarwal and Mrs. Sarita Agrawal, Mr. Sunit Shah and Mrs. Puja Kasera have been appointed as an independent director in the 4th Annual General Meeting held on September 13, 2021.

Further to have diversified Board, in the current financial year Mr. Siddharth Soni has been appointed as an Additional Non-Executive Director w.e.f. May 25, 2022.

At Present, Ms. Niharika Shah, Company Secretary & Compliance officer has tendered her resignation w.e.f closure of business hours of May 18, 2022. However, to fill the said vacancy, Mr. Sahul Jotaniya, Company Secretary & Compliance Officer has been appointed w.e.f June 01, 2022.

PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors and Nomination and Remuneration committee have in their meeting held on March 12, 2022, 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.

The Independent directors in their meeting held on March 12, 2022, evaluated the performance of all the executive and non-executive directors.

The Board and the Nomination and Remuneration Committee had reviewed the performance of the 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.

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, 2022 the applicable accounting standards have been followed and that no material departures have been ma de from the sa me; 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, 2022 on going concern basis;

d) The directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD COMMITTEES

The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:

1) AUDIT COMMITTEE

The Board of Directors in their meeting held on 22nd February, 2021 had formed the Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The detailed terms of reference of the committee are as provided in Section 177(8) of the Companies Act, 2013. The Board has accepted the recommendations of the Audit Committee as and when given.

Composition of the Audit Committee at the beginning of the year:

Name DIN Designation
Mr. Ashish Agarwal 06904914 Chairperson
Mrs. Sarita

09033778

Member

Agrawal
Mr. Nirmal Jain 07773203 Member

During the year under review, Mr. Ashish Agarwal and Mrs. Sarita Agrawal have tendered their resignation on September 05, 2021. The effective date of resignation was September 10, 2021 from the position of Independent Director of the company.

Due to the vacancy raised, the shareholders had approved the appointment of Mr. Sunit Shah and Mrs. Puja Kasera as an Independent director of the company in the 04th Annual General Meeting held on 13th September, 2021.

Hence, the Audit Committee has been reconstituted in the board meeting held on 12th November, 2021 as below:

Reconstitution of the Audit Committee in the Board meeting held on 12th N ovember, 2021:

Name 2IN Designation
Mr. Sunit Shah 06904914 Chairpbrson
Mrs. Puja Kasera 09327558 Member
Mir. Nirmal J bin 077735203 Member

Present Composition of the Audit Committee (Reconstituted in the Board meeting held on 29th August, 2022):

DIN Designation 1
Mr. Sunit Shah 06904914 Chairperson
Mrs. Puja Ka sera 09327558 Member
Mr. NirmalJain 06773203 Member
Mr. A bhishek Jain 07773124 Member

After that, the board have in their meeting held on 29th August, 2022 reconstituted the

composrti on of the Audit co m mittee as below:

The Audit Committee met 2 (Two) times during the Financial Year 2021-22 i.e. on May 14, 2021 and Novembpr 12Rs, 2021.

The composition of the Committee and the details of meetings attended during the year under review by its members are given below:

Name of the committee member Category Designation

Number of meetings during) the Financial Year 2021-22

Held Eligible to attend Atten ded
Mr. Sunit Shah1 |ndependent Director Chairperson 2 1 1
M rs. Puja Kasera2 |ndependent Director Member 2 1 1
Mr. Ashish Agarwal4 |ndependent Director Chairperson 2 1 1
Mrs. S anta Agrawal4 Independent Director Member 2 1 1
Mr. Nirmal J ain Chairman n Director Member 2 2 2

 

1 Appointed on 13th Sep, 2021.

 

2 Appointed on 13th Sep, 2021.

 

3 Resigned on 10th Sep, 2021.

 

4Resig ned on 10thSep, 2021.

The Statutory Auditor of the Company was invited in the meeting of the committee whenever required. Further, the Company Secretary of the company has acted as a Company Secretary of the Audit Committee.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.naapbooks.com.

The link is here:

https://www.naapbooks.com/investor/.

2) STAKEHOLDER'S GRIEVANCE COMMITTEE

The Board of Directors in their meeting held on 22nd February, 2021 had formed Stakeholder's Relationship Committee.

The Stakeholder Relationship Committee has been constituted as per the 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.

Composition of the Stakeholders Grievance Committee at the beginning of the year:

Name DIN Designation
Mrs. Sarita

09033778

Chairperson

Agrawal
Mr. Ashish

06904914

Member

Agarwal
Mr. Abhishek

07773124

Member

Jain
Mr. Yaman

07773205

Member

Saluja

During the year under review, Mr. Ashish Agarwal and Mrs. Sarita Agrawal have tendered their resignation on 05th September, 2021. The effective date of resignation was 10th September, 2021 from the position of Independent Director of the company.

Due to the vacancy raised, the shareholders had approved the appointment of Mr. Sunit Shah and Mrs. Puja Kasera as an Independent director of the company in the 04th Annual General Meeting held on 13th September, 2021.

Hence, the Stakeholders Grievance Committee has been reconstituted in the board meeting held on 12th November, 2021 as below:

Reconstitution of Stakeholders Grievance Committee in the Board meeting held on 12th November, 2021:

Name DIN Designation
Mr. Sunit Shah 06904914 Chairperson
Mrs. Puja Kasera 09327558 Member
Mr. Abhishek Jain 07773124 Member
Mr. Yaman Saluja 07773205 Member

During the year under review, Stakeholder's Relationship Committee met 1 (One) time i.e. on 12th March, 2022. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the committee member Category Designation

Number of meetings during the Financial Year 2021-22

Held Eligible to attend Attended
Mr. Sunit Shah Independent Director Chairperson 1 1 1
Mrs. Puja Kasera Independent Director Member 1 1 1
Mr. Abhishek Jain Non-Executive Director Member 1 1 1
Mr. Yaman Saluja Whole-Time Director Member 1 1 1

During the year under review, the Company had not received any complaint from the Shareholder. And there was no complaint unresolved as on March 31 2022.

3) NOMINATION AND REMUNERATION COMMITTEEE

The Board of Directors in their meeting held on 22nd February, 2021 had formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013. The detailed terms of reference of the Committee are as per Section 178 of the Companies Act, 2013.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.

The details of program for familiarization of Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company and related matters are put upon the website of the company.

Composition of Nomination & Remuneration Committee at the beginning of the year:

Name DIN Designation
Mrs. Sarita Agrawal 09033778 Chairperson
Mr. Ashish Agarwal 06904914 Member
Mr. Abhishek Jain 07773124 Member

During the year under review, Mr. Ashish Agarwal and Mrs. Sarita Agrawal have tendered their resignation on 05th September, 2021 having effective date of resignation was 10th September, 2021 from the position of Independent Director of the company.

Due to the vacancy raised, the shareholders had approved the appointment of Mr. Sunit Shah and Mrs. Puja Kasera as an Independent director of the company in the 04th Annual General Meeting held on 13th September, 2021.

Hence, the Nomination and Remuneration Committee has been reconstituted in the board meeting held on 12th November, 2021 as below:

Reconstitution of the Nomination & Remuneration Committee in the Board meeting held on 12th November, 2021:

Name DIN Designation
Mr. Sunit Shah 06904914 Chairperson
Mrs. Puja Kasera 09327558 Member
Mr. Abhishek Jain 07773124 Member

After that, the company has expanded the board and Board of directors in their meeting held on

25th May, 2022 had approved the appointment of Mr. Siddharth Soni as an Additional NonExecutive Director of the company.

The board have in their meeting held on 29th August, 2022, reconstituted the composition of the Nomination and Remuneration committee as below:

Present Composition of the Nomination & Remuneration Committee (Reconstituted in the Board meeting held on 28th Aug, 2022):

Name DIN Designation
Mr. Sunit Shah 06904914 Chairperson
Mrs. Puja Kasera 09327558 Member
Mr. Ashish Jain 07783857 Member
Mr. Siddharth Soni 02152387 Member

The Nomination and Remuneration Committee met 3 (Three) times during the Financial Year 2021-22 i.e. on 14th May, 2021, 09th September, 2021 and 12th March, 2022.

The composition of the Committee and the details of meetings attended during the year under review by its members are given below:

Name of the committee member Category Designation

Number of meetings during the Financial Year 2021-22

Held Eligible to attend Attended
Mr. Sunit Shah1 Independent Director Chairperson 3 1 1
Mrs. Puja Kasera2 Independent Director Member 3 1 1
Mr. Ashish Agarwal3 Independent Director Chairperson 3 2 2
Mrs. Sarita Agrawal4 Independent Director Member 3 2 2
Mr. Abhishek Jain Non-Executive Director Member 3 3 3

 

1 Appointed on 13th Sep, 2021.

 

2 Appointed on 13th Sep, 2021.

 

3 Resigned on 10th Sep, 2021.

 

4 Resigned on 10th Sep, 2021.

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 competitive market, and to harmonize the aspirations 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.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.naapbooks.com/investor/.

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2022 is available on the Company's website and can be accessed at https://www.naapbooks.com/investor/.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY

The Company has associate company details of which as below:

SR. No. Name and Address of the Joint Venture Address of Registered Office Nature of Business
1. M/s. Ndear Technologie s Private. 3rd Floor, Broadway Business Centre Above V- Mart, Law Garden Ahmedabad -380006 To carry the business of software designing, developme nt and do turnkey projects related with Information technology.

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 Joint venture is attached as an ANNEXURE- I.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Our Company had entered into transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is attached as an ANNEXURE- II.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by C ompany to ensure complia nce with the La w and Regulation. The said Policy is available on the website of the Company at https://www.naapbooks.com/investor/.

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

The ratio of the remuneration of each whole-time director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as a Statement of Disclosure of Remuneration (Annexure - III).

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 to the company secretary in this regard.

MATERIAL CHANGES AND COMMITMENT

During the year under review, the company came up with initial Public offer (IPO) of 5,39,200 (five lacs thirty nine lacs two hundred) equity shares of f 10/- (Rupees ten) each for cash at a price of f 74/- (Seventy four) per equity shares aggregating f 3,99,00,800/- (Rupees Three crore ninety nine lacs and eight hundred).

Our Company has been listed on BSE Start up SME platform on 15th September, 2021.

SIGNIFICANT AND MATERIAL ORDERS

There is no litigation pending against company, its promoters or directors. The company has also not filed any litigation against any third party.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND 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 Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Emerge Platform of National Stock Exchange Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of 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.

AUDITORS

A) Statutory Auditor

M/s. Purushottam Khandelwal & Co., Chartered Accountant Firm (Firm Reg. No. 123825W) 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. M/s. Purushottam Khandelwal & Co., is Peer Reviewed by the ICAI having peer review certificate no. 011129 allotted on July 30, 2018 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 Auditors' Report for the financial year ended on March 31, 2022. 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, 2022 and does not contain any qualification, reservation or adverse remark.

B) Secretarial Auditor and their Report

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 2021-22, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2021-22 is annexed to this report as an "Annexure - VI". WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely "www.naapbooks.com" containing basic information about the Company.

INVESTOR EDUCATIONANDPROTECTION FUND (IEPF)

There has not been an occasion in case of the Company during the year, to transfer any sums or shares to the Investor Education and Protection Fund.

GENERAL DISCLOSURE

Our Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. our Directors further state that, no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act;

b. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

d. Annual Report and other compliances on Corporate Social Responsibility;

e. There is no revision in the Board Report or Financial Statement;

ACKNOWLEDGEMENT

Our directors acknowledge the dedicated service of the employees of the company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

For and on behalf of the Board of Directors
Sd/-
Yaman Saluja
Place: Ahmedabad Whole-Time Director & CFO
Date: August 29, 2022 (DIN:07773205)