Naapbooks Ltd

AGM details

• AGM held on 30 September 2026 at 12:30 PM IST, physically at Ahmedabad address.

Key resolutions

• Ordinary Resolution: Adoption of Audited Standalone and Consolidated Financial Statements for FY ended 31 March 2026.
• Ordinary Resolution: Re-appointment of Ashish Jain (DIN 07783857) on rotation.
• Ordinary Resolution: Approval of existing and new material related party transactions with Proex Advisors LLP.
• Ordinary Resolution: Approval of existing and new material related party transactions with Proex Consulting.
• Ordinary Resolution: Approval of existing and new material related party transactions with Sanchal Projects Private Limited.

Naapbooks Limited: Trading Window closed from Oct 01, 2026 until 48 hours after the declaration of Un-Audited Financial Results for the half-year ended Sep 30, 2026; the Trading Windows shall open 48 hours after the Audited Financial Results for the half-year ended Sep 30, 2026 become generally available

Financial highlights

• FY2025-26 standalone revenue from operations ₹17.55 crore, up 44% YoY.
• Profit after tax ₹8.30 crore, up 85% YoY.
• Net profit margin 47.30%; ROE 20.68%.
• EPS ₹7.66; basic and diluted.
• Shareholders' funds ₹44.69 crore; debt-equity ratio 0.03x.
• Paid-up capital rose to ₹11.84 crore after warrant conversions.
• Dividend not declared for FY2025-26.

Capital structure & corporate actions

• Authorized capital ₹15 crore; paid-up ₹11.84 crore.
• Equity cap increased via warrant conversions; 1,20,000 shares converted.
• IPO proceeds ₹3.99 crore fully utilized by Mar 2022.
• Warrants outstanding 24,93,100 as of 31 Mar 2026.
• Subsidiaries: none; associates Café Blockchain 50%, Ndear 25%, ProEx LLP 50%.

Governance & audits

• Statutory auditor: Chirag R. Shah & Associates; Secretarial auditor: Nirav Soni & Co.
• Auditors' report: unqualified for standalone and consolidated.
• Integrated Report published; MD&A included; governance aligned with SME norms.
• Whistle-blower policy in place; accessible on website.
• Board disclosures maintained; SME listing exemptions applicable.

Risk management & internal controls

• ISO 27001:2022 and ISO 9001:2015 certifications maintained.
• Internal control framework robust; no material weaknesses in FY25-26.
• Risk management policy posted on Naapbooks website.
• Internal audits and compliance processes reinforce governance.

Business developments & product roadmap

• FlowShift launched; Health Score engine; 9-pass auto-mapping.
• e-Notary: Detailed Project Report submitted; pilot planned FY2026-27.
• VizMan: 500+ deployments; international expansion underway.
• InsiderQ: 50+ listed-client base; AI-assisted compliance.
• ERP and Restaurant SaaS: ongoing development and expansion.

Outlook & strategic priorities

• FY2026-27 priorities: scale eNotary; deepen VizMan AI; grow international.
• Risks: AI disruption, cybersecurity, DPDP, government procurement timelines.
• Opportunities: SME SaaS adoption, GovTech expansion, data-mobility demand.

Associates & ownership

• Associates: Café Blockchain 50%, Ndear 25%, ProEx LLP 50%.
• Promoter holdings around 20% collectively; Ashish Jain 11.08% at March 31, 2026.

AGM Details

• Date and time: 30 Sep 2026, 12:00 PM IST, in-person at registered office.
• Record date for member list: 04 Sep 2026.
• Voting rights cut-off: 19 Sep 2026.
• Notice sent electronically; meeting will be held in-person.
• Voting method: physical poll; no e-voting facility.

Resolutions to be considered

• Item 1: Adoption of standalone and consolidated financial statements.
• Item 2: Reappointment of Ashish Jain as director liable to retire by rotation.
• Item 3: Approval of material related party transactions with Proex Advisors LLP.
• Item 4: Approval of material related party transactions with Proex Consulting.
• Item 5: Approval of material related party transactions with SANCHAL PROJECTS PRIVATE LIMITED.

RPT Details

• Proex Advisors LLP: advances 1128.76 Lacs; FY2026-27.
• Proex Consulting: Nil advances; FY2026-27.
• SANCHAL PROJECTS PRIVATE LIMITED: advances 0.27 Lacs; FY2026-27.

Key Decisions

• Approved Board's Report for FY 2025-26.
• Scheduled the 9th AGM for Sep 30, 2026; approved AGM notice.
• Notice and annual report to exchange; shareholders emailed; unregistered receive website link.
• Cut-off date for voting eligibility fixed at Sep 19, 2026.
• Appointed Nirav Soni & Co., Practicing Company Secretary, as Scrutinizer.

Filing Status

• Company confirms not a Large Corporate as on 31 March 2026 per SEBI circular 2018/144.

Resigning Independent Directors

• Mr. Sunit Shah, Independent Director, ceased on 08 July 2026 due to preoccupation and other commitments.
• Ms. Puja Kasera, Independent Director, ceased on 08 July 2026 due to other professional commitments.

Governance impact and committee details

• No listed entity directorships or board committee memberships disclosed for Sunit Shah.
• Puja Kasera holds Naapbooks Limited directorship as Non-Executive & Independent Director.
• Audit Committee – Member.
• Nomination & Remuneration Committee – Member.
• Stakeholders Grievance Committee – Chairperson.