Naapbooks Limited has scheduled its 9th Annual General Meeting for Wednesday, September 30, 2026, at 12:00 pm. The meeting will convene at the company's registered office in Ahmedabad to adopt financial statements for FY26 and approve key governance resolutions.

Shareholders will consider the reappointment of Mr. Ashish Jain as a director liable to retire by rotation. The Board recommends his reappointment based on performance evaluation by the Nomination and Remuneration Committee. Mr. Jain holds 12,00,384 equity shares, representing 11.08% of the company's capital as of March 31, 2026.

Related-Party Transaction Approvals

The agenda includes seeking shareholder approval for material related-party transactions with three entities for FY27. These transactions require approval under Section 188 of the Companies Act, 2013, as they exceed the threshold of ₹121.83 lakh or 10% of annual consolidated turnover.

The company seeks to cap aggregate transactions with Proex Advisors LLP at ₹15 crore. Proex Consulting is capped at ₹5 crore, and Sanchal Projects Private Limited is capped at ₹5 crore. All transactions will be conducted at arm's length in the ordinary course of business.

Proex Advisors LLP involves IT services, loans, and property leasing. Proex Consulting focuses on IT and digital engineering services. Sanchal Projects covers IT services, interior architecture, and furniture purchases.

What the Numbers Show

The disclosure reveals a significant concentration of related-party exposure with entities linked to Director Ashish Jain. Between Proex Advisors LLP and Proex Consulting, the potential transaction value reaches ₹20 crore, accounting for 80% of the total ₹25 crore related-party cap. Notably, Proex Advisors LLP already has ₹1128.76 lakh in advances paid or received, indicating substantial existing financial interdependence before the new fiscal year begins.

Voting and Logistics

Voting will be conducted via physical poll using Form MGT-12, as the company is not obligated to offer e-voting under Section 108 of the Companies Act, 2013. The record date for voting eligibility is Saturday, September 19, 2026. Promoters and related parties are required to abstain from voting on the related-party transaction resolutions.

The company dispatched the notice and integrated annual report electronically to registered email addresses. Physical intimation letters with QR codes were sent to members without registered emails or mobile numbers.

Naapbooks Limited has accepted the resignations of Sunit Shah and Puja Kasera as Independent Directors on its board, effective July 08, 2026. The resignations were submitted due to the directors' preoccupation and other professional commitments, which prevent them from devoting the requisite time to their duties. Their current tenure was scheduled to conclude on September 12, 2026.

The disclosures were made to BSE Limited pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both directors confirmed that there are no other material reasons for their resignations beyond the stated professional commitments.

Resignation Details

Sunit Shah (DIN: 08074335) resigned from the position of Independent Director, including his membership and chairmanship of all board committees. He was appointed on September 13, 2021. In his resignation letter, Shah cited increased responsibilities from personal business ventures and advisory assignments as reasons for stepping down.

Puja Kasera (DIN: 09327558) also resigned from the post of Independent Director, effective from the close of business hours on July 08, 2026. She was appointed on the same date as Shah. Kasera cited other professional commitments as the reason for her resignation.

Board Committee Roles

Prior to their resignation, the directors held key positions on various board committees of Naapbooks Limited.

The company has stated that neither director holds directorships or board committee memberships in any other listed entity besides Naapbooks Limited. The board has been requested to file the necessary intimations with the stock exchanges and the Registrar of Companies.