HP Telecom India Ltd

To,

Dear Shareholders,

HP Telecom India Limited

Plot No. 97, 1st Floor, Om Square,

Near Ishwar Farm, BRTS Canal Road,

Bhatar, Surat, Gujarat - 395017

Your directors have pleasure in presenting the 13th Annual Report together with the Audited Financial Statement of the company for the financial Year ended March 31,2024 and Profit & Loss account for the same along with Auditor's report and Director's Report.

(1) The web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed:

The Company is having website i.e. www.hptil.com and annual return of Company has been published on such website. Link of the same is given below: https://www.hptil.com/investor-relations.phpRs.tabld=nav-return-tab

(2) Number of meetings of the Board:

The company has convened total 15 Board Meetings during the Financial Year ended March 31, 2024 as per below table of which Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. The maximum gap between all consecutive Board Meetings was less than one Hundred and Twenty days.

1. The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

2. The following Meetings of the Corporate Social Responsibility Committee were held during the Financial Year 2023-24:

3. The following Meetings of the Audit Committee were held during the Financial Year 2023-24:

(3) Directors' Responsibility Statement:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31,2024, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s Aslot & Associates, Chartered Accountants (FRN 146025W). The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a 'going concern' basis.

f) 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.

(41 Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are renortable to the Central Government:

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company with respect to the Books of Accounts and Vouchers of the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

(5) A statement on declaration given by Independent Directors under sub-section (6) of section 149:

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

(6) In case of a company covered under sub-section (1) of section 178, company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (31 of section 178:

The Nomination and Remuneration Committee of the Board was constituted on 13th March, 2024. As on 31st March, 2024, the Nomination and Remuneration Committee of the Board comprises of three members viz; Mr. Dinesh Ramnath Yadav (Independent Director) - Chairman, Mr. Chirag Jitendra Sheth (Independent Director)-Member and Mr. Bharatlal Lalsingh Singh (Non-Executive Director)-Member, all of which are Non- Executive Directors. The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto.

The Brief Outline of Nomination & Remuneration Policy is available on the website of your Company at https://www.hpti!.com/investor-relations.phpRs.tabld=nav-policies-tab

(7) Separate Meeting of Independent Directors:

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 30th March, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

(8) Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made

(i) by the auditor in his report;

The Audit Report submitted by statutory auditors for the financial year ended March 31, 2024 does not contain any qualifications, reservations, adverse remarks or disclaimers. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and do not call for any further comment as required under section 134 of the Companies Act, 2013.

(ii) by the Company Secretary in practice in his Secretarial Audit Report;

The Secretarial Audit Report issued by the secretarial auditors does not contain any qualifications, reservations or adverse remarks or disclaimers.

(9) Particulars of loans, guarantees or investments under section 186:

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 and Rules made there under. The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements attached with this Annual Report.

(101 Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form:

During the financial year, Company has engaged in the transactions which define as related party transaction mentioned in Form AOC-2. Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 and pursuant to the AOC-2 is attached herewith.

The Policy on Related Party Transactions is available on the Company's website and can be assessed using the link: https://www.hptil.com/investor-relations.phpRs.tabld=nav-policies-tab

(11) The state of the company's affairs:

The Company has earned revenue of Rs. 105891.92 Lakhs and other income of Rs. 2085.41 Lakhs in the financial year 2023-24.

The Company incurred total expense of Rs. 106818.90 Lakhs during the financial year ended as on 3151 March, 2024.

There has been no change in the business of the Company during the financial year ended March 31, 2024.

(12) The amounts, if any, which it nronoses to carry to any reserves:

The Company has a profit of Rs. 859.06 Lakhs in the financial year 2023-24 which has been transferred to the surplus of the Company under the head of Reserves and Surplus.

(13) The amount, if any, which it recommends should be paid by wav of dividend:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

(14) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

The members of the Company at the extra-ordinary general meeting held on 29,h January, 2024 passed a special resolution for conversion of the Company from Private Limited Company to Public Limited Company. Subsequently, the Registrar of Companies, Ahmedabad, Gujarat issued a fresh certificate of incorporation dated 26lh February, 2024 certifying the conversion of Company into Public Limited Company and that the name of the Company was changed from ‘HP Telecom India Private Limited' to ‘HP Telecom India Limited'.

The Board Meeting held on 25th May, 2024, the board of directors has approved the Draft Prospectus and the same has been filled with NSE Emerge for approval.

During the financial year 2023-24, there have been no material changes and commitments except as mentioned above, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

(15) The conservation of energy, technology absorption, foreign exchange earnings and outgo:

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive and do not involve any kind of special technology. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies (Computer Technology and Telecom Infracture) and techniques required for the business activities.

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy: NA

(ii) The steps taken by the company for utilising alternate sources of energy: NA

(iii) The capital investment on energy conservation equipment's: NA

(B) Technology absorption-

(i) The efforts made towards technology absorption: NA

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NA

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) The details of technology imported: NA

(b) The year of import: NA

(c) Whether the technology been fully absorbed: NA

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NA

(iv) The expenditure incurred on Research and Development: NA

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: NA

(16> Development and implementation of a risk management policy:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

(17) Corporate social responsibility:

In accordance with the requirements of Section 135 of the Companies Act, 2013, and the Rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://www.hptil.com/investor-relations.phpRs.tabld=nav-policies-tab

As per the provision of Section 135 the Company was required to spend Rs. 9,05,442/- (Nine Lakhs Five Thousands Four Hundred Forty-Two Rupees only) during the F.Y. 2023-24 and the Company has spent Rs. 9,10,000/- (Nine Lakhs Ten Thousands Rupees only) on the areas mentioned under Schedule VII of Companies Act 2013.

An Annual Report on CSR activities of the Company during the Financial Year 2023-24 as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure - II to this Report.

(18) Annual evaluation of the performance of the Board, its Committees and of individual directors has been made:

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company's business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

Additional other matters

(1) Conversion of the Company from Private Limited to Public Limited:

The members of the Company at the extra-ordinary general meeting held on 29th January, 2024 passed a special resolution for conversion of the Company from Private Limited Company to Public Limited Company. Subsequently, the Registrar of Companies, Ahmedabad, Gujarat issued a fresh certificate of incorporation dated 26lh February, 2024 certifying the conversion of Company into Public Limited Company and that the name of the Company was changed from ‘HP Telecom India Private Limited' to ‘HP Telecom India Limited'.

(2) The financial summary or highlights:

FINANCIAL SUMMARY:

The Company's financial performance for the financial year ended March 31, 2024: (Amount in Lakhs) (INR)

(3) The change in the nature of business:

There has been no change in the nature of business of the Company during the financial year ended March 31, 2024.

(4) The details of directors or key managerial personnel who were appointed or have resigned during the year;

As on March 31,2024, the Company has Five (5) Directors, consisting of Two (2) Independent Directors, one (1) Non-Executive Director and two (2) Executive Directors out of which one (1) is Whole Time Director and one (1) is Chairman and Managing Director.

During the year 2023-24 there was a change in Directors/Key Managerial Personnel as stated below

1. Mr. Dinesh Ramnath Yadav was appointed as an Independent Directors of the Company w.e.f. 29th January, 2024.

2. Mr. Chirag Jitendra Sheth was appointed as an Independent Directors of the Company w.e.f. 29Ul January, 2024.

3. Mr. Vijay Lalsingh Yadav was appointed as a Managing Director of the Company for a period of five years w.e.f. 13,h March, 2024 till the 13th March, 2029.

4. Mrs. Seemabahen Vijay Yadav was appointed as a Whole Time Director of the Company for a period of five years w.e.f. 13th March, 2024 till the 12th March, 2029.

5. Mr. Bharat Lalsingh Singh was appointed as a Non-Executive Director of the Company w.e.f. 13th March, 2024.

6. Mr. Hemant Ashwinkumar Jethwa was appointed as a Chief Financial Officer and Key Managerial Personnel (KMP) of the Company w.e.f. 11th March, 2024.

7. Ms. Barkha Jain was appointed as a Company Secretary & Compliance Officer and Key Managerial Personnel (KMP) of the Company w.e.f. 11111 March, 2024.

(5) A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism.

The Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.

(6) The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year:

As on March 31, 2024, Company doesn't have any Subsidiary, Joint Venture and Associate Companies at the end of the year.

(7) The details relating to deposits, covered under Chanter V of the Act:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the financial year under review. Hence, the requirement of providing details of deposits which are not in compliance with Chapter V of the Act, is not applicable.

(8) The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

(9) The details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements:

The Company has put in place adequate, strong and effective internal financial control systems with best processes commensurate with its size and scale of operations which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. During the financial year, such controls were tested and no reportable material weakness in the design or operation were observed.

(10) A disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-scction (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained:

The provision of Cost Audit as per Section 148 of the Companies Act, 2013 doesn't applicable on the Company.

(11) A statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013:

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavours to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees (whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender) and lays down the guidelines for identification, reporting and prevention of undesired behaviour.

During the financial year ended March 31, 2024, there were nil complaints recorded pertaining to sexual harassment.

(12) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application has been made or any proceeding is pending under the 1BC, 2016.

(13) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

(14) Change in Share Capital:

During the financial year under review, the Authorized Share Capital of the Company increased from Rs. 7,00,00,000/- divided into 70,00,000 Equity Shares ofRs. 10/- each to Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs. 10/- each.

The Authorised Share Capital of the Company as on March 31,2024 is Rs. 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares ofRs. 10/- (Rupees Ten only) each.

The Paid up Share Capital of the Company as on March 31,2024 is Rs. 8,74,55,100/- (Eight Crore Seventy Four Lakhs Fifty Five Thousands One Hundred Rupees only) divided into 87,45,510 (Eighty Seven Lakhs Forty Five Thousands Five Hundred Ten) Equity Shares of Rs. 10/- (Rupees Ten only) each. Pursuant to the Extraordinary General Meeting held on 16th January, 2024, the company had issued 29,15,170 (Twenty Nine lakhs Fifteen Thousand One Hundred and Seventy) Equity Shares of Face Value of Rs. 10/- as Bonus Issue to the existing shareholders.

(15) Statutory Auditor:

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Aslot and Associates, Chartered Accountant, bearing Firm Registration No. 146025 W, was appointed as the statutory auditor at the 10lh Annual General Meeting held on September 30, 2021 for a term of five (5) years from the conclusion of the 10th Annual General Meeting till the conclusion of 15lh Annual General Meeting of the Company to be held in the year 2026. Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder.

(16) Secretarial Auditors:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Board of Directors of the Company has appointed Bhaveshkumar Arjunkumar Rawal, Practicing Company Secretary, as a Secretarial Auditor of the Company to conduct a Secretarial Audit for the Financial Year 2023-24 in Meeting of Board of Directors held on 27th August, 2024. A Secretarial Audit Report in ‘Form MR-3' issued by Bhaveshkumar Arjunkumar Rawal, Practicing Company Secretary has been provided in an Annexure- 111 which forms part of this Report.

(17) Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Board of Directors of the Company has appointed Ms. Esha Nikunj Panwala, Chartered Accountant (Membership No. 136772), Proprietor of M/s Esha Panwala & Co. as an Internal Auditor of the Company to conduct the Internal Audit for the Financial Year 2023-24 in Meeting of Board of Directors held on 5lh September, 2023.

(18) Particulars of Employees, Directors and Key Managerial Person:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

Board of Directors:

As on March 31,2024, the Company has Five (5) Directors, consisting of Two (2) Independent Directors, one (1) Non-Executive Director and two (2) Executive Directors out of which one (1) is Whole Time Director and one (1) is Chairman and Managing Director. As on the date of this report, the composition of the Board of the Company is as follows:

1. Mr. Vijay Lalsingh Yadav, Chairman & Managing Director

2. Mrs. Seemabahen Vijay Yadav, Whole Time Director

3. Mr. Bharatlal Lalsingh Singh, Non-Executive Director

4. Mr. Dinesh Ramnath Yadav, Independent Director

5. Mr. Chirag Jitendra Sheth, Independent Director

Key Managerial Personnel:

In terms of Section 203 of the Companies Act, 2013 read with rules framed thereunder the following persons are the key Managerial Personnel of the Company.

1. Mr. Vijay Lalsingh Yadav, Chairman & Managing Director

2. Mrs. Seemabahen Vijay Yadav, Whole Time Director

3. Mr. Hemant Ashwinkumar Jethwa, Chief Financial Officer

4. Ms. Barkha Jain, Company Secretary & Compliance Officer

(19) Compliance with Secretarial Standard:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Annual General Meetings issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

(20) Establish ment of Vigil Mechanisni/Whistle Blower policy:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The said policy is uploaded on the website of the Company at https://www.hptil.com/investor- relations.phpTtabld^nav-policies-tab

During the year under review, your Company had not received any complaint under the whistle blower policy.

(21) Board policies:

The details of various policies approved and adopted by the Board as required under the Act are available on the website of your Company at

https://www.hptil.com/investor-relations.php'Rs.tabld=nav-policies-tab

ACKNOWLEDGMENT:

The board of Directors gratefully acknowledge the assistance and co-operation received from the bankers, financial institutions, government authorities, regulatory authorities, customers and suppliers, business partners, employees, shareholders and other stakeholders.

The Directors also wishes to express their gratitude to all those who have helped in the day to day management and who are directly or indirectly associated with the company for their continued cooperation and support throughout the year and have enabled the Company to achieve the desired results.