On behalf of the Board of Directors, it is our pleasure to present the 5^th Annual Report together with the audited annual financial statements of Cello World Limited for the year ended March 31, 2023 as under:

FINANCIAL UPDATE AND THE STATE OF THE COMPANY'S AFFAIRS

A summary of the comparative financial performance of the Company for Financial Years 2022-23 and 2021-22 is presented below:

STANDALONE

The Company's revenue from operations during the year was INR 9,075.72 Millions, as against INR 6,270.81 Millions in the previous year whereas profit before exceptional item of the Company was INR 517.48 Millions as compared to profit before exceptional item of INR 525.14 Millions in the previous year.

Further, profit before tax of the Company was INR 517.48 Millions as compared to profit before tax of INR 525.14 Millions in the previous year and the Company's profit after tax was INR 380.55 Millions compared to profit after tax of INR 389.57 Millions in the last year.

CONSOLIDATED

On consolidated basis, the Company's revenue from operations during the year was INR 17,966.95 Millions as against INR 13,591.76 Millions in the previous year whereas profit before exceptional item of the Company was INR 3,851.96 Millions as compared to profit before exceptional item of INR 2,991 Millions in the previous year.

Further, profit before tax of the Company was INR 3,851.96 Millions as compared to profit before tax of INR 2,991 Millions in the previous year and the Company's profit after tax was INR 2,850.66 Millions compared to profit after tax of INR 2,195.23 Millions in the last year.

RESERVES

The Company do not wish to transfer any amount of its profits earned during the year to any specific reserves and wishes to plough back the profits for growth of the Company.

DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your Directors do not recommend any dividend for the year ended March 31, 2023.

BUSINESS REVIEW AND OUTLOOK

During the period under review, the Company had acquired the equity shares having face value of INR 10/- each of Promoters and Members of Promoter Group of Wim Plast Limited, through inter-se transfer of shares according to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The pricing of the shares was decided to be as determined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 & SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. _

SUBSIDIARY AND ASSOCIATES COMPANIES

During the year under review, the following are Subsidiaries/Associate of the Company at the end of the year:

1.    Cello Industries Private Limited('CIPL')-Wholly Owned Subsidiary

2.    Cello Household Products Private Limited ('CHPPL')- Wholly Owned Subsidiary

3.    Cello Houseware Private Limited('CHWPL')- Wholly Owned Subsidiary

4.    Cello Consumerware Private Limited ('CCWPL')- Wholly Owned Subsidiary

5.    Unomax Stationery Private Limited ('USPL')- Wholly Owned Subsidiary

6.    Wim Plast Limited ('WPL')-54.92% held by the Company

7.    Unomax Sales and Marketing Private Limited ('USMPL')- Wholly Owned Subsidiary of USPL

8.    Unomax Writing Instruments Private Limited ('UWIPL')- Wholly Owned Subsidiary of USPL

9.    Wimplast Moulding Private Limited ('WMPL')-Wholly Owned Subsidiary of WPL

10.    Pecasa Tableware Private Limited ('PTPL')-Associate Company of CIPL

Thus, the Company has 9 (Nine) Subsidiary Companies and 1 (One) Associate Company as on March 31, 2023 and there is no material change in the nature of the business of the Subsidiaries.

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 I.

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 statement is provided with the audited accounts of the Company.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Gagandeep Singh Chhina was appointed as the Nominee Director effective October 21, 2023 as per the CCPS Subscription Agreement and the Shareholders Agreement. Further Mr. Dipankar Rai was appointed as the Company Secretary effective from February 21,2023 and have extended his resignation effective April 17, 2023.

Further, Mr. Atul Parolia is appointed as the Chief Financial Officer effective April 01, 2023 and Ms. Hemangi Trivedi is appointed as Company Secretary and Compliance Officer effective April 17, 2023.

Thus, present Board of the Company comprises of Mr. Pradeep Rathod, Chairman & Managing Director, Mr. Pankaj Rathod, Joint Managing Director, Mr. Gaurav Rathod, Joint Managing Director, Mr. Gagandeep Singh Chhina, the Nominee Director.

BOARD MEETINGS HELD DURING THE YEAR

Fourteen (14) meetings of the Board of Directors were held during the period viz on June 16, 2022, June 22, 2022, August 01, 2022, September 02, 2022, September 21, 2022, September 22, 2022, October 10, 2022, October 21, 2022, October 31, 2022, November 02, 2022, November 22, 2022, November 24, 2022, February 21, 2023 and March 24, 2023 and the intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013:

COMMITTEES OF THE BOARD

The Board have the Corporate Social Responsibility Committee and this Committee is focusing on certain specific areas and is making informed decisions in line with the delegated authority.

Corporate Social Responsibility Committee

The present composition of the Corporate Social Responsibility Committee is as follows:

1.    Mr. Pradeep Rathod

2.    Mr. Pankaj Rathod

3.    Mr. Gaurav Rathod

Two (2) meetings of the Corporate Social Responsibility Committee of the Board of Directors were held during the year viz on June 16, 2022 and March 31, 2023 and the attendance of the Committee members was as under:

The CSR policy of the Company is available on the website of the Company https://celloworld.com and it covers vision and CSR activities to be undertaken by the Company in consonance with provisions of Schedule VII of the Companies Act, 2013 along with the Implementation, Monitoring process etc.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company have undertaken Corporate Social Responsibility (CSR) activities in the focus areas of preventive healthcare. The Annual Report on CSR activities undertaken by the Company is enclosed to this Board Report as Annexure II.

STATUTORY AUDITORS AND THEIR REPORTS

M/s. B. P. Shah & Co., the Chartered Accountants, had tendered their resignation from the office of Statutory Auditors on March 27, 2023 due to preoccupation. M/s Deloitte Haskins & Sells LLP, the Chartered Accountants (FRN: 117366W/W-100018), were appointed as the Statutory Auditors of the Company at the extra ordinary general meeting held on March 28, 2023 to hold office from the conclusion of the said meeting until the conclusion of the 5^th annual general meeting of the Company.

Further, M/s Deloitte Haskins & Sells LLP have expressed their willingness and eligibility to act as the Statutory Auditors of the Company for further term and therefore it was proposed to appoint M/s Deloitte Haskins & Sells LLP, the Chartered Accountants (FRN: 117366W/W-100018) as the Statutory Auditors of the Company for a further period of five years on such remuneration as may be agreed upon by the Board of Directors and the Auditors..

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return for Financial Year 2021-22 in Form No. MGT-7, is available on the Company's website and can be accessed at the web link: https://celloworld.com.

Further, annual return for the Financial Year 2022-23 will be filed with the Ministry of Corporate Affairs in due course within the prescribed timelines and thereafter a copy of the same shall be uploaded on the website of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts or arrangements or transactions with related parties were in compliance with the provisions of the Companies Act, 2013 and rules thereunder. Particulars of material contracts or

arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013, in the prescribed Form AOC -2 is appended as an Annexure III to the Board's Report.

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.

CHANGES IN SHARE CAPITAL & PAID UP STRUCTURE OF THE COMPANY(i)    Increase in Authorised Share Capital:

During the period under review, the changes in the Authorised Share Capital is as under:

The Authorized Share Capital of the Company was increased to INR 75,00,00,000/- (Indian Rupees Seventy Five Crore only) divided into 6,50,00,000 (Six Crore Fifty Lakh) equity shares of INR 10/-(Indian Rupees Ten only) each and 1,00,00,000 (One Crore) Preference Shares of INR 10/- (Indian Rupees Ten Only) each in the extra ordinary general meeting of the members held on August 29, 2022.

-the Authorised Share Capital of the Company was increased to INR 1,00,00,00,000/- (Indian Rupees One Hundred Crore only) divided into 8,50,00,000 (Eight Crore Fifty Lakh) equity shares of INR 10/-(Indian Rupees Ten only) each and 75,00,000 (Seventy-Five Lakh) Preference Shares of INR 20/-(Indian Rupees Twenty Only) each in the extra ordinary general meeting of the members held on September 22, 2022.

-the Authorised Share Capital of the Company was further increased to INR 1,15,00,00,000/- (Indian Rupees One Hundred and Fifteen Crore only) divided into 20,00,00,000 (Twenty Crore) equity shares of INR 5/- (Indian Rupees Five only) each and 75,00,000 (Seventy-Five Lakh) Preference Shares of INR 20/- (Indian Rupees Twenty Only) each in the extra ordinary general meeting of the members held on February 24, 2023

(ii)    Subdivision of Equity Share Capital:

During the period under review, the face value of equity shares of INR 10/- was reduced to INR 5/-. Accordingly, 8,50,00,000 (Eight Crore Fifty Lakh) equity shares of INR 10/- (Indian Rupees Ten Only) each of the company were sub-divided into 17,00,00,000 (Seventeen Crores) equity shares of INR 5/-(Indian Rupees Five Only) each.

(iii)    Compulsorily Convertible Preference Shares of INR 20/- each:

During the period under review, the Company had issued and allotted 54,48,190 (Fifty Four Lakh Forty Eight Thousand One Hundred and Ninety) 0.0001% Compulsorily Convertible Preference Shares of INR 20/- (Indian Rupees Twenty Only) each issued at premium of INR 640.77/- (Indian Rupees Six Hundred Forty and Seventy-Seven Paise Only) each as under:

Further, the Company had issued and allotted 17,40,393, 0.0001% Series A Compulsorily Convertible Preference Shares of INR 20/- each issued at premium of INR 640.77/- each ("CCPS") to Tata Capital Growth Fund II

(iv) Change in paid-up capital of the Company:

During the period under review, the paid-up equity share capital of the Company was increased from INR 1,00,000 consisting of 10,000 equity shares INR 10/- each to INR 97,50,00,000 consisting of 19,50,00,000 equity shares INR 5/- each on account of following bonus allotments made by the Company:

-6,49,90,000 equity shares each having a nominal value of INR/- (Indian Rupees Ten Only) each at a face value of INR 10/- (Indian Rupees Ten Only) as fully paid bonus shares to the holders of equity shares of Rs. 10/- (Rupees Ten Only) each in the Company, whose names appear in the Register of Members of the Company on 05/ 09/2022, in the ratio of 1:6499 as per the details given below:

; and

-6,50,00,000 equity shares each having a nominal value of INR 5/- (Indian Rupees Five Only) each at a face value of INR 5/- (Indian Rupees Five Only) as fully paid bonus shares to the holders of 13,00,00,000

equity shares of INR 5/- (Indian Rupees Five Only) each in the Company, whose names appear in the Register of Members of the Company on 21/ 02/2023, in the ratio of 2:1 as per the details given below:

S. No Name of Shareholder    No. of No. of shares

shares allotted as bonus held

I    Mr. Pradeep G. Rathod    18199998    9099999

_2    Mr. Pankaj G. Rathod    23399998    11699999

3    Mrs. Sangeeta P. Rathod    10400000    5200000

4    Mrs. Babita P. Rathod    2600000    1300000

5    Mr. Gaurav P. Rathod    36400000    18200000

T    Mrs. Ruchi G Rathod    5200000    2600000

7    Ms. Karishma Pradeep Rathod    2600000    1300000

8    Mr. Pankaj G. Rathod &    Mrs.    Sneha    Jigar    13000000    6500000

Ajmera

9    Mrs. Babita P. Rathod &    Mrs.    Sneha    Jigar    13000000    6500000

Ajmera

IF    Ms. Malvika P Rathod    2600000    1300000

II    Mrs. Sneha Jigar Ajmera    2600000    1300000

12    Cello Pens And Stationery    Private    Limited    4_    2_

^_    Total    130000000    65000000

ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

The articles of association of the Company was altered to incorporate the terms agreed under Share Subscription Agreement and Shareholders Agreement, First Addendum Agreement to the CCPS Subscription Agreement and the Deed of Adherence both dated 9 November 2022 executed between the Company, Tata Capital Growth Fund II and Investors the Company between the Company dated December 09, 2022 on approval of shareholders at the extra ordinary general meeting of the Company held on December 09, 2022.

PARTICULARS OF EMPLOYEES

Your Company being a private limited company during the financial year under review, the provisions of section197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE

The constitution of the Company was changed from Private Limited Company to Public Limited Company with effect from July 18, 2023, apart from this there were no material changes and commitments occurred between the end of the Financial Year of the Company i.e. March 31, 2023 to which the financial statements relate and the date of this report which effects the financial position of the Company.

DEPOSITS

The Company has not accepted any deposits including from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.Hence, there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal control system with reference to adherence to policies and procedures for ensuring the orderly and efficient conduct of business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company's internal controls are further supplemented by internal audits and management review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with secretarial standards on board meetings and annual general meetings issued by the Institute of Company Secretaries of India, as applicable to the Company.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and matters connected or incidental thereto. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and company's operations.

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 -IV":

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.

ACKNOWLEDGEMENT

Your Board wishes to place on record their appreciation for the co-operation and support received from bankers and financial institutions, customers, suppliers, members and employees towards the growth and prosperity of your Company and look forward to their continued support.