Your directors have pleasure in presenting their 11^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS

[Rs. in lakhs]

l. THE STATE OF THE COMPANY’S AFFAIRS:

The total income during the year has Rs. 3,22,90,48,387.46/-and Total expenditure of the Company is Rs. 3,20,18,39,769.89/-. The Profit before provision of Tax is Rs. 2,72,08,618/-. The Company Current Income Tax during the year is Rs. 81,63,704.72/-. Deferred tax for the year under review is Rs.(2,51,914/-). The net Profit of the Company is Rs. 1,69,32,876.36/- for the year under review. Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at www.cellpoint.biz.Your directors will assure to put their efforts for growth of the company.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no Material changes in nature of business during the year.

4. DIVIDEND

Based on the Company’s performance and Dividend Distribution Policy of the Company, your directors are pleased to recommend Dividend of INR 0.25/- (i.e. 2.5%) per equity share of INR 10/-each fully paid up for FY 2023-24. The payment of dividend is subject to approval of the shareholders at the forthcoming Annual General Meeting (‘AGM’) of the Company and shall be subject to deduction of tax at source

5. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year. The dividend payment is subject to approval of the members at the 11^th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.

7. SHARE CAPITAL:

Changes to the Capital Structure during the year under review The paid-up equity shares capital of the Company as of 31st March 2024 consists of 1,86,85,600 equity shares of ? 10 each. The company has made an allotment of shares to the tune of 53,40,000 @ 10/- per share and 90/-premium during the year under review due to IPO Proceedings and the issue of shares via SME IPO.

8. UTILISATION OF IPO PROCEEDINGS:

Cell Point India Limited raised funds of ? 5034 Lakhs through Initial Public Offer ("IPO”) during the year under consideration. The gross proceeds of IPO have been utilised in the manner as admitted in the Prospectus and there is no deviation/variation, the details of which are as under:

9. DETAILS OF SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:

There is no subsidiary /joint venture or Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report as required under regulation 34 and Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 forms and integral part of this report and provides overview of the business and operations of the Company as per “Annexure A”

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END FINANCIAL YEARS TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the period under review, no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your Company as recommended by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy covering the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters. The same has been uploaded on website of the Company www.cellpoint.biz

Salient feature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient or satisfactory for the concerned position.

b) The Company shall not appoint or continue the employment of any person as Whole- Time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its, Managing Director or

Whole- Time Director for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board's report. No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

(iv) RETIREMENT:

The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial Personnel and Senior Management Personnel: The Remuneration/ Compensation/ Commission etc. to be paid to Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

b) Remuneration to Non-Executive/ Independent Director: The Non-Executive Independent Director may receive remuneration/ compensation/commission as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and as may be decided by the Board in consultation with Non-Executive/ Independent Director. Provided that Non-Executive Independent Directors are not eligible for any Stock Option.

(vii) REVIEW AND AMENDMENT:

The Nomination and Remuneration Committee or the Board may review the Policy as and when it deems necessary. This Policy may be amended or substituted by the Nomination and Remuneration Committee or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.

14. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.

15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Change in office of Directors and Key Managerial Personnel of the Company during the year

Ý The Board of the directors appointed Manikanta BBV (PAN: BLXPB2582H) as a Chief Financial Officer of the company in place of Mr. Govinda Ganisetti (PAN: ANDPG4479R) on 02^nd September, 2023.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mrs. Kiranmai Panday (DIN: 08034071), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment.

An appropriate resolution for her re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Mrs. Kiranmai Panday (DIN: 08034071), Non-executive Director and other related information has been

detailed in the Annual Report.

16. ANNUAL EVALUATION OF BOARD’S AND COMMITTEE PERFORMANCE:

The Nomination and Remuneration committee of the board constituted under Section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director’s performance. The board is required to evaluate the performance based on the evaluation done by the Nomination and Remuneration committee.

The Nomination and Remuneration Committee carried out an evaluation of performance of Independent Director, Individual Executive and Non-Executive Director and Board as whole and that of its committees. The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors in a separate meeting. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee.

The performance of the Nomination and Remuneration committee evaluated by Board of directors, on the basis of the terms of reference of the committee.

The performance of Nomination and Remuneration committee reviewed by board of directors and which is much satisfactory.

Then the committee reviewed the Board and other committee. The evaluation of the Nomination and Remuneration Committee was left to the Board of the Directors.

The board as a whole and its committees were reviewed on the following parameters;

1) Size, structure and expertise of the Board

2) Frequency of Meetings

3) Effective discharge of functions and duties by Board and Committee prescribed under the law and as per terms of reference.

4) Ensuring the integrity of the Company’s accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee)

5) Working in the interests of all the stakeholders of the Company and such other factors.

The performance of the board as a whole was satisfactory and up to the mark during the year.

17. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued there under as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website cellpoint.biz

All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration to this effect, signed by the Chairman & Managing Director of the Company forms part of this Report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.

19. COMMITTEES OF THE BOARD:

As on 31^st March, 2024, the Board of Directors has the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder's Relationship Committee

d. Risk Management Committee

e. CSR Committee

f. Internal Complaints Committee

During the year under review, all recommendations made by the various committees of the Board have been duly accepted by the Board. The Company constituted Risk Management Committee, CSR Committee and Internal Complaints Committee, even the same were not mandatory for SME segment, for better compliance in all respects for company’s growth and investor’s protection perspective.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee is given below:

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

• Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required being included in the Directors Responsibility Statement to be included in the Board’s Report in terms of Clause C of sub-section 3 of Section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

• Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors on any significant findings and follow up there on.

• Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

• To review the functioning of the Whistle Blower mechanism, in case the same is existing.

• To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolous complaints against any Director or Employee

MEETINGS HELD AND ATTENDANCE

During the Financial year 2023-24 Four meetings were held on 08/04/2023, 19/07/2023, 13/11/2023 and 02/02/2024. The attendance records of the members are as follows.

Mr. ANANDA RAVADA (DIN: 07712945) is chairman of Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.

The composition of Nomination & Remuneration Committee is given below:

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Company’s Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

• To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages for Company’s Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

• Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

The members of Nomination and Remuneration Committee met Four (4) times during the year on 08/04/2023, 19/07/2023, 13/11/2023 and 02/02/2024 as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. ANANDA RAVADA (DIN: 07712945) is chairman of Nomination and Remuneration Committee.

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder Relationship Committee is given below:

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders’/investor’s complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

MEETINGS HELD AND ATTENDANCE

The members of Stakeholder Relationship Committee met 4 times during the year on 08/04/2023, 19/07/2023, 13/11/2023 and 02/02/2024 as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mrs. KIRANMAI PANDAY (DIN: 08034071) is the Chairman of Stakeholder Relationship Committee.

MEETINGS OF THE BOARD OF DIRECTORS

Risk Management Committee

RISK MANAGEMENT COMMITTEE

The Risk Management Committee has been constituted in line with Regulation 21 of the Listing Regulations, 2015. The risk management framework and policy have been revised subsequent to relevant amendments in the SEBI LODR.

The role of the committee shall include the following:

1. To formulate a detailed risk management policy which shall include:

a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG-related risks), information, cyber security risks or any other risk as may be determined by the Committee

b) Measures for risk mitigation including systems and processes for internal control of identified risks.

c) Business continuity plan.

2. To ensure that appropriate methodology, processes, and systems are in place to monitor and evaluate risks associated with the business of the Company.

3. To monitor and oversee the implementation of the risk management policy, including evaluating the adequacy of risk management systems.

4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity.

5. To keep the board of directors informed about the nature and content of its discussions, recommendations, and actions to be taken.

4. The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with the activities of such committees, as per the framework laid down by the board of directors.

The committee shall meet twice a year and a period of 180 days shall not be elapsed between the two meetings.

CSR COMMITTEE

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY COMMITTEE:

This Committee has been reconstituted on as per the requirements of Section 135 of the Companies Act, 2013. This Committee is constituted to formulate and recommend to the Board, Corporate Social Responsibility Policy as per Schedule VII of the Companies Act, 2013 as amended from time to time; to recommend the amount of expenditure to be incurred on the activities specified in the CSR Policy; to monitor the Corporate Social Responsibility Policy of the company from time to time; and any other matter as the Board may delegate from time to time.

This Committee formulates and recommend to the Board CSR Policy (including sustainable development) from time to time. The CSR Policy of your Company outlines the Company’s philosophy for undertaking socially useful programs for welfare and sustainable development of the community at large as part of its CSR Obligation.

The members of CORPORATE SOCIAL RESPONSIBILITY Committee met 2 time during the year on 08/04/2023, and 02/02/2024 as per provisions of Section 135 of the Companies Act, 2013 and applicable provisions

The amount has been spent on CSR activities in the financial year 2023-2024 to comply with the requirements of necessary social expenditure which is INR 10 Lakhs i.e. (2% of the average net profit of immediate preceding three (3) financial years). The CSR Report is as follows:

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

[Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social

Responsibility) Rules, 2014]

1. A brief outline of the Company’s CSR policy. The Company, through its Corporate Social Responsibility initiatives, shall strive to enrich the quality of life in different segments of the society.

2. The Composition of the CSR Committee

(5) Excess amount for set-off, if any:

6. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: NA

7. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable

8. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per sub-section (5) of Section 135.: Not Applicable

For and on behalf of Board of Directors, Cell Point (India) Limited

Date: 02/09/2024 Place: Visakhapatnam

Sd/- Sd/-

(Mohan Prasad Panday) (Chandra Sekhar Raghavapudi)

Chairman & Managing Director Company Secretary and Compliance Officer