<dhhead>BOARDS’ REPORT</dhhead>

To,

The Members,

CELLO WORLD LIMITED (‘THE COMPANY’)

On behalf of the Board of Directors, it is our immense pleasure in presenting the 6^th Annual Report on the business and operations together with the audited standalone and consolidated annual financial statements for the year ended March 31, 2024.

FINANCIAL UPDATE AND THE STATE OF THE COMPANY’S AFFAIRS

Below is a condensed overview of the financial performance of the Company, highlighting a comparison between performance of the company during the financial year 2022-23 and 2023-24.

( Rs In Lakhs)

STANDALONE FINANCIAL PREVIEW

The Company’s revenue from operations during the financial year under review was Rs 1,01,617.63 Lakhs, as against Rs 90,757.20 Lakhs in the previous year whereas profit of the Company before exceptional items and tax was

Rs 8,162.92 Lakhs as compared to profit before exceptional items and tax of Rs 5,174.78 Lakhs in the previous year.

Further, profit of the Company before tax was Rs 8,162.92 Lakhs as compared to profit before tax of Rs 5,174.78 Lakhs in the previous year and the Company’s profit after tax was

Rs 6,207.70 Lakhs compared to profit after tax of Rs 3,805.51 Lakhs in the previous year.

CONSOLIDATED FINANCIAL PREVIEW

On consolidated basis, the Company’s revenue from operations during the financial year under review was

Rs 2,00,026.41 Lakhs as against Rs 1,79,669.50 Lakhs in the previous year whereas profit of the Company before exceptional items and tax was Rs 47,500.21 Lakhs as compared to profit before exceptional items and tax of

Rs 38,518.49 Lakhs in the previous year.

Further, profit of the Company before tax was Rs 47,500.21 Lakhs as compared to profit before tax of Rs 38,518.49 Lakhs in the previous year and the Company’s profit after tax was

Rs 35,618.36 Lakhs compared to profit after tax of Rs 28,505.08 Lakhs in the previous year.

TRANSFER TO RESERVES

The company has decided against transferring any portion of its annual profits to designated reserves, keeping in mind the strategy of fuelling the growth plans by reinvesting the earnings, the Company has decided to transfer its profit for the year to the surplus of the profit & loss account.

DIVIDEND

Your Directors are pleased to recommend a Dividend of

Rs 1.5/- per share (i.e. @ rate of 30% of the face value of equity share of Rs 5/- each) aggregating to a total payout of

Rs 31,86.46 lakhs, for the Financial Year 2023-24. The payment of dividend shall be subject to approval of Members at the ensuing 6^th Annual General Meeting ("AGM") of the Company and shall be paid within the timeline prescribed under the Act to those members whose names appear in the register of members, holding shares at the closing hour of August 02, 2024.

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Same has been uploaded on the Company’s website at https://corporate. celloworld.com

Initial Public Offering (IPO)

The Company’s equity shares were listed on the Stock Exchanges i.e Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE) for trading on Stock Exchanges with effect from November 06, 2023, following the Initial Public Offer (IPO) conducted through an Offer for Sale (OFS) transaction by the existing shareholders of the Company as on that date. The OFS subscription period ran from October 30, 2023, to November 01, 2023, while the anchor issue began on October 27, 2023. Selling shareholders offered 2,93,37,023 Equity Shares having face value of Rs 5 each at a cash price of Rs 648 per share, comprising a premium of Rs 643 per share, the total number of offered shares was inclusive of 1,70,357 Equity Shares offered to employees of the Company and its subsidiary at a cash price of Rs 587 per share, at premium of Rs 582 per share totalling 1,90,000 lakhs. The IPO witnessed strong participation from leading domestic and global institutional investors, NRIs, HNIs, and retail investors, which the Board acknowledges with gratitude. The Board also expresses their appreciation for the support received from regulatory authorities, BRLMs, Stock Exchanges, Depositories, legal counsels, consultants, auditors, and the employees of the Company, contributing to the resounding success of its maiden IPO. Listing and trading approvals were obtained from BSE and NSE on November 03, 2023, with the equity shares officially listed on both Stock Exchanges on November 06, 2023.

Since the IPO was through an Offer for Sale of Equity Shares, the Company was not required to appoint a monitoring agency for the Offer and accordingly the statement of deviations or variations under regulation 32 of SEBI Listing Regulations is not required to be presented by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the current fiscal year, as mandated by Listing Regulations, is included as Annexure I within this report.

SHARE CAPITAL a) Status of Shares

As the Members are aware, the equity shares of the Company were listed on the Stock Exchanges on November 06, 2023 and the Company’s shares are compulsorily tradable in electronic form. As on March 31, 2024 and as on the date of this report, entire (i.e. 100%) paid up capital representing 21,22,31,034 Equity Shares are in dematerialized form.

b) Share Capital

During the year under review company has increased its Authorised Capital from the existing Rs 115,00.00 lakhs (Rupees One Hundred and Fifteen Crores only) divided into 20,00,00,000 Equity Shares of Rs 5/- (Rupees Five only) each and 75,00,000 preference shares of Rs 20/- (Rupees Twenty only) each to Rs 125,00.00 lakhs (Rupees One Hundred and Twenty Five Crores only) divided into 22,00,00,000 Equity Shares of Rs 5/- (Rupees Five only) each and 75,00,000 preference shares of Rs 20/- (Rupees Twenty only) each by creation and addition of 2,00,00,000 equity shares of face value of Rs 5/- each by passing resolution at the extra ordinary general meeting of the members held on July 29, 2023.The Board of Directors in their meeting held on October 10, 2023, had approved the conversion of 54,48,190 number of 0.0001% compulsorily convertible preference shares of face value of Rs 20/- each ("CCPS") and 17,40,393 number of 0.0001% Series A compulsorily convertible preference shares of face value of Rs 20/- each ("Series A CCPS") into 1,72,31,034 number of fully paid-up equity shares of Rs 5/- each, in accordance with terms of the investment agreements.

DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES

At the close of the financial year under review, following entities serve as subsidiaries/associates of the company:

Thus, the Company has 9 (Nine) Subsidiary Companies and 1 (One) Associate Company as on March 31, 2024 and there is no material change in the nature of the business of any of the Subsidiaries or Associate Companies.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of Subsidiaries and Associate Companies in Form AOC 1 is enclosed to this Report as Annexure II.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") read with Accounting Standard (AS) – 21 on Consolidated Financial Statements and AS – 27 on Financial Reporting of Interests in Subsidiaries and Joint Ventures, the audited annual consolidated financial statements are presented along with the audited accounts of the Company and is part of the Annual Report of the Company.

CORPORATE GOVERNANCE REPORT

The Company is dedicated to upholding the highest standards of Corporate Governance and complying with the requirements established by the Securities and Exchange Board of India. The Corporate Governance Report, as mandated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is an essential component of this Annual Report and annexed herewith this report as an Annexure III.

Additionally, the necessary Certificate from M/s. Sarvaiya & Co., Company Secretaries, affirming compliance with Corporate Governance conditions, is annexed along with the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) is included as an integral component of the Annual Report and is annexed to this report as an

Annexure IV.

BOARD OF DIRECTORS

As part of our IPO preparations, it was essential to strengthen our board with independent voices to ensure unbiased decision-making, adherence to regulatory requirements, and accountability to our shareholders. The Independent directors bring a wealth of experience, diverse perspectives, and specialized expertise on the board that complement our existing board composition.

During the financial year under review, the Company welcomed the addition of 5 (Five) Independent Directors on the Board, namely Mr Piyush S. Chhajed (DIN: 02907098); Mr Pushap Raj Singhvi (DIN: 00255738); Mr Arun Singhal (DIN: 07516577); Ms Sunipa Ghosh (DIN: 10259183) and Ms Manali Nitin Kshirsagar (DIN: 10258361)

As on March 31, 2024, the following individuals serve as Directors of the Company:

INDEPENDENT DIRECTORS & DECLARATION OF THEIR INDEPENDENCE

The Company has received declaration of independence from all the Independent Directors as per the requirements outlined in Section 149 of the Companies Act, 2013 and also in accordance with the Listing Regulations.

The Independent Directors have affirmed their compliance with Schedule IV of the Act and the Company’s Code of Conduct. Furthermore, pursuant to Regulation 25(8) of the SEBI Listing Regulations, they have stated that they are not aware of any circumstance or situation, current or foreseeable, that could hinder their capacity to fulfil their responsibilities with impartiality, independence, and without external influence.

The Board acknowledges that the Independent Directors of the Company possess the necessary qualifications, skills, experience, and expertise. They uphold the highest standards of integrity, including proficiency, and meet the conditions stipulated in the Companies Act, 2013 and SEBI Listing Regulations. Moreover, they maintain independence from the management.

BOARD MEETINGS HELD DURING THE YEAR

The Board of Directors of the Company met Eleven (11) meetings during the year on April 25, 2023; June 09, 2023; July 28, 2023; August 05, 2023; August 14, 2023; October 10, 2023; October 21, 2023; November 01, 2023; November 02, 2023; November 25, 2023 and February 09, 2024 the intervening gap between any two meetings is in compliance with the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

During the financial year under review and in accordance with SEBI Listing Regulations, the Board reconstituted certain existing committees, established new committees, and revised/adopted the terms of reference for these committees.

As on the date of this report the Board has the following committees: (i) Audit Committee

(ii) Nomination and Remuneration Committee (iii) Stakeholders’ Relationship Committee (iv) Risk Management Committee (v) Corporate Social Responsibility Committee

The IPO Committee, formed on June 09, 2023, for various legal, statutory, and procedural formalities including appointing intermediaries, filing draft and red herring prospectus with SEBI and stock exchanges, successfully completed its primary objective with the launch of the IPO and was dissolved on February 09, 2024.

The Independent Directors Committee, established on October 21, 2023, recommended a justified price band based on disclosed quantitative factors in the red herring prospectus for the IPO. As its primary objective was achieved, it was dissolved on February 09, 2024.

During the financial year under review, all the recommendations made by the Committees of the Board including the Audit Committee, were accepted and implemented by the Board.

BOARD EVALUATION

The Board implemented a structured evaluation process to assess its performance, along with that of its Committees and individual Directors, including the Chairman. This annual evaluation mechanism covers a range of aspects, including the composition of the Board and Committees, expertise and competencies, fulfilment of duties and obligations, participation and contribution in meetings, exercising independent judgment, and addressing governance concerns.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act, in conjunction with the Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended), the Board has established a Corporate Social Responsibility ("CSR") Committee. Details regarding the composition and terms of reference of the CSR Committee, along with the key features of the Corporate Social Responsibility Policy ("CSR Policy"), is provided in the Corporate Governance Report which is an integral part of this Annual Report. During the review year, the CSR Policy was revised to align with the SEBI Listing Regulations and applicable CSR Rules. The updated policy is accessible on the Company’s website at www.corporate. celloworld.com.

The company has engaged in Corporate Social Responsibility (CSR) initiatives mainly focused on preventive healthcare. The Annual Report detailing the CSR activities conducted by the company during the financial year under review is enclosed as Annexure V to this Board Report.

RISK MANAGEMENT

The Board of the Company has established the Risk Management Committee, details regarding its composition and meeting frequency is outlined in the Corporate Governance Report which is part of the Annual Report. Additionally, in compliance with Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of the SEBI Listing Regulations, the Company has developed and implemented a comprehensive Risk Management Policy. This policy encompasses procedures for identifying potential risks that, in the Board’s assessment, could jeopardize the Company’s sustainability.

The Risk Management Policy outlines the Company’s approach in identifying, analysing and prioritizing risks, as well as developing mitigation strategies and reporting on the risk landscape. Applicable to all functions, departments, and geographical areas of the Company, the policy aims to establish a comprehensive risk management framework within the Company. Its primary objective is to identify, assess, manage, and monitor risks effectively. Moreover, the policy is designed to recognize potential events that could impact the Company and manage these risks within acceptable thresholds, ensuring reasonable assurance in achieving the Company’s objectives.

The Risk management policy of the Company is uploaded and accessible on the Company’s website at www. corporate.celloworld.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors has adopted a Vigil Mechanism Policy. This policy is geared towards ensuring that the Company’s operations are conducted with fairness and transparency, adhering to the utmost standards of professionalism, honesty, integrity, and ethical conduct.

A vigil mechanism has been instituted for stakeholders to report any concerns regarding unethical behaviour, suspected fraud, or violations of the Code of Conduct and Ethics. This mechanism includes provisions to safeguard against victimization of stakeholders who utilize it and offers direct access to the Chairperson of the audit committee in exceptional circumstances.

Employees are encouraged to raise concerns internally for resolution, with various channels available for this purpose. The Policy also ensures adequate protection against retaliation and provides access to the Audit Committee. The vigil mechanism policy of the Company is uploaded and accessible on the Company’s website at www.corporate. celloworld.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Throughout the year, all contracts, arrangements, or transactions involving related parties adhered to the stipulations outlined in the Companies Act, 2013 and its associated regulations. Additionally, the company did not enter into in any contracts, arrangements, or transactions with related parties that met the criteria for materiality as per the company’s policy on related party transactions. Furthermore, there were no such transactions that necessitated reporting in Form No. AOC-2, as per Section 134(3)(h) in conjunction with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. All the transactions that were conducted by Company with its related parties during the financial year under review were at arm’s length basis.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company’s website at www.corporate.celloworld.com

The details of all the transactions with Related Parties are provided in the accompanying financial statements.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT

Your Company has duly complied with the provisions of Section 186 of the Companies Act 2013 with respect to the loans, guarantees or investment that has been made during the financial year under review.

Statutory Auditor and their Report

M/s Deloitte Haskins & Sells LLP, the Chartered Accountants (FRN: 117366W/W-100018) were appointed as Statutory Auditors of the Company at the 5^th Annual General Meeting held on September 30, 2023 for a term of 5 (five) consecutive years from the conclusion of 5^th Annual General Meeting till the conclusion of the 10^th Annual General Meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Statutory Auditors’ Reports including annexures thereto are self-explanatory and do not call for any further comments, explanations or representations from the Board as there are no qualifications or adverse remarks made by the Auditors in their Statutory Auditors reports.

Secretarial Auditor and their Report

In accordance with the provisions of Section 134(3)(f) and Section 204 of the Act, the Board appointed M/s. Sarvaiya & Co., Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the FY 2023-24. The report of the Secretarial Auditor along with Secretarial Audit Reports of material subsidiary companies is enclosed herewith as Annexure VI of this Report.

It is noteworthy that the Secretarial Audit Report does not contain any qualification, reservation, observation, or adverse remarks.

Internal Auditor and their report

M/s. Shah Gohil & Associates, Chartered Accountants was appointed as Internal Auditors of the Company for the F.Y. 2023-24. The reports submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time.

EXTRACT OF ANNUAL RETURN

In compliance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, along with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a draft copy of the Annual Return for the Financial Year 2023-24, in Form No. MGT-7 is uploaded and accessible on the Company’s website at www.corporate.celloworld.com.

Additionally, the annual return for the Financial Year 2023-24 will be submitted to the Ministry of Corporate Affairs within the stipulated timelines post Annual General Meeting and subsequently, a copy of the filed Annual return will be made available on the company’s website.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The disclosure on particulars of employees under Section 197(12) of the Act, in conjunction with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure VII, forming an integral part of this report.

The statement containing the names of the top ten employees based on remuneration drawn, along with the required particulars of employees under Section 197(12) of the Act, as specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a part of annexure VII.

In accordance with the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforementioned information is being dispatched to the members of the Company. Should any member wish to obtain this information, they are welcome to reach out to us at greivance@celloworld.com.

DEPOSITS

The Company has refrained from accepting any deposits, including from the public, as defined by Section 73 of the Companies Act, 2013, in conjunction with the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there are no details to disclose regarding deposits falling under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The company has established robust internal control systems to ensure adherence to policies and procedures, promoting the orderly and efficient conduct of business operations, safeguarding assets, and detecting and preventing frauds and errors. Furthermore, these controls facilitate the accuracy and completeness of accounting records, as well as the timely preparation of dependable financial information. Internal audits and management reviews further enhance the effectiveness of the company’s internal controls.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in regular compliance of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

MANAGING DIRECTOR AND CFO CERTIFICATE

Managing Director and CFO Certificate as prescribed under Schedule II Part B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report forming part of this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted an Anti-Sexual Harassment Policy in accordance with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy is designed to safeguard employees in the workplace and address and resolve issues related to sexual harassment and related matters. An Internal Complaints Committee (ICC) has been established to handle complaints regarding sexual harassment. All employees, including permanent, contractual, temporary, and trainees, are covered under this policy.

The Board affirms that during the financial year under review, no cases or complaints were filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

CONSERVATION OF 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 Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure VIII to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and 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 and loss of the Company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the annual accounts are prepared on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURES

During the financial year under review: a) There was no issue of equity shares with differential rights as to dividend, voting or otherwise. b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future. c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) There was no change in the nature of the Business. e) Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company. f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. g) There was no instance of one-time settlement with any Bank or Financial Institution. h) The Company does not have any shares in unclaimed suspense demat account.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, during the financial year under review, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENT

The Board extends its sincere appreciation to customers, distributors, shareholders, and employees for their invaluable cooperation and support, which have significantly contributed to the company’s growth and success. The Board looks forward to their continued support in the future, recognizing its importance for the company’s sustained progress.