Annual Report FY 2022 23

ANNUAL REPORT
OF
CELLO WORLD LIMITED

(FORMERLY KNOWN AS CELLO WORLD PRIVATE LIMITED)
FOR
FINANCIAL YEAR
2022-23
Cello World Limited
(Formerly known as ‘Cello World Private Limited’)
Admin Office : Cello House, Corporate Avenue, 'B' Wing, 8th Floor, Sonawala Road, Goregaon (East), Mumbai-400 063, (INDIA),
Tel : 2685 1027 / 2685 3080, Fax : (022) 2685 3333, e-mail : cello.sales@celloworld.com, cellothermoware@hotmail.com
Website: www.cellothermoware.com, CIN No. : U25209DD2018PLC009865
Regd. Office: 597/2A, Somnath Road, Dabhel, Nani Daman, Daman & Diu - 396 210. (INDIA)
NOTICE
Notice is hereby given that Fifth Annual General Meeting of Cello World Limited will be
held at Cello House, Corporate Avenue, B' Wing, Sonawala Road, Goregaon (East),
Mumbai - 400063 on Saturday, September 30, 2023 at 03:00 p.m. to transact the following
business of the Company:
Ordinary Businesses:
1. To receive, consider and adopt standalone and consolidated audited annual financial
statements of the Company for the year ended March 31, 2023, the Profit and Loss
Account and cash flow for the period ended on that date together with the Directors’
and Auditors’ Reports thereon.
2. To consider and approve appointment of Mr. Pankaj Ghisulal Rathod

(DIN - 00027572) as a Joint Managing Director of the Company, who retires by rotation
and being eligible offers himself for re-appointment:
“RESOLVED THAT pursuant to provisions of Section 152 of Companies Act, 2013,

Mr. Pankaj Ghisulal Rathod (DIN - 00027572), who retires by rotation at this meeting
and being eligible has offered himself for re-appointment be and is hereby re-appointed
as Director of the Company liable to retirement by rotation”.
3. To consider re-appointment of Statutory Auditors of the Company:
“RESOLVED THAT pursuant to the provisions of Section 139 and 142 of the Companies Act,
2013 read with Rule 3 of the Companies (Audit & Auditors) Rules, 2014 and other applicable
provisions of the Act, if any, including any statutory modifications, amendments or re -
enactments thereof and as recommended by the Audit Committee M/s. Deloitte Haskins &
Sells LLP., Chartered Accountants, (Firm Registration No.(117366W/W-100018), be and are
hereby appointed as Statutory Auditors of the Company for a term of five years and they
shall hold office from the conclusion of this Annual General Meeting until the conclusion of
Annual General Meeting of the Company to be held for the financial year March 2028, on
such remuneration as may be mutually agreed upon between Directors of the Company.
RESOLVED FURTHER THAT any of the Board of Directors or the Company Secretary of
the Company, be and is hereby empowered and authorized to take such steps, in relation to
the above and to do all such acts, deeds, matters and things as may be necessary, proper or
Warehouse Daman (1): Survey no. 66, Riganwada, Dhabel, Daman - 396 210. Tel.: (0260) 2242985/2241118, Fax: (0260) 2242719
Haridwar (2): Ground Floor, Plot No. 4, Sector No. 3, IIE, SIDCUL, Haridwar, Uttarakhand - 249 403
Cello World Limited
expedient or incidental for giving effect to this resolution and to file the necessary e – forms
with the Registrar of Companies.”
By Order of the Board

For Cello World Limited
SD/-
Date: 14.08.2023 Hemangi Trivedi

Place: Mumbai Company Secretary
Cello World Limited
NOTES:
a) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote
instead of himself and the proxy need not be a member. Proxies in order to be effective
must be received by the company not later than forty-eight (48) hours before the meeting.
Proxies submitted on behalf of limited companies, societies, etc., must be supported by
appropriate resolutions/ authority, as applicable.
b) A person can act as a proxy on behalf of Members not exceeding fifty in number and
holding in the aggregate not more than ten percent of the total share capital of the
Company carrying voting rights. A Member holding more than ten percent of the total
share capital of the Company carrying voting rights may appoint a single person as a
proxy and such person shall not act as proxy for any other person or shareholder.
c) Register of Directors and Key Managerial personnel and their shareholding and Register
of Contracts and arrangements in which Directors are interested maintained under the
Companies Act, 2013 will be available for inspection by the members at the Annual
General Meeting.
d) All documents referred to in the notice are open for inspection at the registered office of
the company between Business hours on all working days up to the date of the Meeting.
e) Members seeking any information or clarifications on the Annual Report are requested
to send in written queries to the company at least one week before the meeting to enable
the Company to compel the information and provide replies at the meeting.
Cello World Limited
LOCATION OF ANNUAL GENERAL MEETING
Cello World Limited
ANNEXURE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

ACT, 2013
Item 3
The Board noted that the term of appointment of M/s Deloitte Haskins & Sells LLP.,
Chartered Accountants (Firm Registration No. 117366W/W-100018), expires at the conclusion
of 5th Annual General Meeting. Being M/s Deloitte Haskins & Sells LLP., offer themselves for
re-appointment. Necessary Eligibility certificate under Section 139 of the Companies Act, 2013
has been obtained from M/s Deloitte Haskins & Sells LLP.,
Your Board proposes their appointment for the period of 5 year i.e from conclusion of 5h Annual
General Meeting till conclusion of 10h Annual General Meeting.
None of the Directors, Key Managerial Personnel of the Company and their relatives are
concerned or interested, financially or otherwise in the above resolution.
Your director recommends the resolution at item no.3 for your approval as an Ordinary
resolution.

For Cello World Limited
SD/-
Date: 14.08.2023 Hemangi Trivedi

Place: Mumbai Company Secretary
Cello World Limited
Form No.: MGT-11

Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the Member:

Present Address: _______________________________
E-mail Id: Folio No /Client ID: DP ID
I/We, being the member(s) of Equity shares of the above named company. Hereby appoint
Name: Mr. ____________________ E-mail Id: __________________

Address: ____________________________________
Signature, or failing him
Name: Mr. ____________________ E-mail Id: __________________
Address: ____________________________________
as my/ our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting
of the company, to be held on Saturday, September 30, 2023 at 03:00 P.M. at Cello House, Corporate
Avenue, B' Wing, Sonawala Road, Goregaon (East), Mumbai - 400063, Maharashtra, India, and at any
adjournment thereof in respect of such resolutions as are indicated below:
Sl. Resolution(S) Vote

No.
For Against
1. To receive, consider and adopt standalone and consolidated

audited annual financial statements of the Company for the year
ended March 31, 2023, the Profit and Loss Account and cash flow
for the period ended on that date together with the Directors’ and
Auditors’ Reports thereon
Cello World Limited
2. To consider and approve appointment of Mr. Pankaj Ghisulal

Rathod (DIN - 00027572) as a Joint Managing Director of the
Company, who retires by rotation and being eligible offers himself
for re-appointment
3. Re- appointment of M/s Deloitte Haskins & Sells LLP as the
Statutory Auditors of the Company for term of 5 years i.e. till
conclusion of Annual General Meeting for financial year 2027-28
Affix Revenue Stamps
Date:
Signature of Shareholder Signature of Proxy
Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company not less than 48 hours before the commencement of the
Meeting.
2. The proxy need not be a member of the company.
Cello World Limited
ATTENDANCE SLIP
Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and
hand it over at the entrance of the meeting hall.
I hereby record my presence at the ANNUAL GENERAL MEETING of the Company at Cello House,
Corporate Avenue, B' Wing, Sonawala Road, Goregaon (East), Mumbai – 400063 on Saturday, September 30,
2023 at 03:00 p.m
…………………………………………….. …………………………………. full name of the

Shareholder Signature
(in block capitals)
folio No. ................................................................/DP ID No.*........................................................... & Client ID No.*

.................................................................... * Applicable for members holding shares in electronic form.
....................................................................................... ................................................................. full name of Proxy

Signature
(in block capitals)
NOTE: Shareholder/Proxyholder desiring to attend the meeting should bring his copy of the Annual Report
for reference at the meeting.
Cello World Limited
(formerly known as ‘Cello World Private Limited’)
Website: https://celloworld.com CIN: U25209DD2018PLC009865
DIRECTOR’S REPORT
To,
The Members,
CELLO WORLD LIMITED (‘THE COMPANY’)
On behalf of the Board of Directors, it is our pleasure to present the 5th 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:
(Rs. In millions)
Standalone Consolidated
Particulars Financial Year ended Financial Year ended
31/03/2023 31/03/2022 31/03/2023 31/03/2022
Revenue from Operations 9,075.72 6,270.81 17,966.95 13,591.76
Other Income 22.26 11.94 167.40 159.33
Total Income 9,097.98 6,282.75 18,134.35 13,751.09
Less: Expenditure 8,580.50 5,757.62 14,282.39 10,760.09
Profit before Depreciation, 534.97 532.21 4,372.78 3,495.04

Interest and Tax
Less: Depreciation and 16.61 6.96 503.26 475.54

amortization expense
Less: Interest on external 0.89 0.11 17.56 28.50

borrowings
Profit before exceptional item 517.48 525.14 3,851.96 2,991.00
Profit/(loss) before Tax (EBT) 517.48 525.14 3,851.96 2,991.00
Provision for Tax 136.93 135.57 1,001.30 795.77
Net Profit After Tax 380.55 389.57 2,850.66 2,195.23
Earnings Per Equity Share - 1.95 2.00 13.65 10.46

Basic and Diluted
1.88 2.00 13.17 10.46
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.
Sr. Name of the person(s) Number of Total shares to
No. from whom shares are to shares to be be acquired as
be acquired acquired from % of shares
each person capital of Wim
Plast Limited
1 Pradeep G. Rathod 16,90,367 14.08
2 Pankaj G. Rathod 1774588 14.78
3 Gaurav P. Rathod 886637 7.39
4 Sangeeta P. Rathod 520000 4.33
5 Babita P. Rathod 520000 4.33
6 Cello Pens & Stationery 1201025 10.01
Pvt. Ltd.
TOTAL 65,92,617 54.92%
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:
Directors Mr. Pradeep Mr. Pankaj Mr. Gaurav Mr. Gagandeep

Date Rathod Rathod Rathod Singh Chhina
of
Board Meetings
16/06/2022 Attended Attended Attended NA

21/10/2022 Attended Attended Attended Attended
% of attendance 100% 100% 100% 100%

considered
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:
Directors Mr. Pradeep Mr. Pankaj Mr. Gaurav
Rathod Rathod Rathod
Date of
CSR Committee
Meetings
June 16, 2022 Attended Attended Attended
March 31, 2023 Attended Attended Attended

% of attendance in 100% 100% 100%
person
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 5th 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:
Name of the person Number Nomina Premium Issue Total Amount (in
(“Investors”/”Prospecti of CCPS l Value (in INR) Price (in INR)
ve Allottee’) (in INR) INR)
India Advantage Fund S5

3632128 20 640.77 660.77 2,40,00,01,218.56
I
India Advantage Fund S4

1407448 20 640.77 660.77 92,99,99,414.96
I
Dynamic India Fund S4

408614 20 640.77 660.77 26,99,99,872.78
US I
TOTAL 54,48,190 3,60,00,00,506.30
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:
S. Name of Shareholder No. of shares No. of shares

No held allotted as
bonus
1 Mr. Pradeep G. Rathod 1600 10398400
2 Mr. Pankaj G. Rathod 3200 20796800
3 Mrs. Sangeeta P. Rathod 800 5199200
4 Mrs. Babita P. Rathod 1200 7798800
5 Mr. Gaurav P. Rathod 2800 18197200
6 Mrs. Ruchi G Rathod 400 2599600
Total 10000 64990000
; 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
1 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
6 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
10 Ms. Malvika P Rathod 2600000 1300000
11 Mrs. Sneha Jigar Ajmera 2600000 1300000
12 Cello Pens And Stationery Private Limited 4 2
Total 130000000 65000000
(v) Share Capital of the Company:
The authorised, issued, subscribed and paid-up share capital of your Company as at the end of the
year under review and as on the date of this report was as under:
Class of Shares Authorized Issued Share Subscribed Paid-up Share

Equity Share Capital Capital Share Capital Capital
Number of Equity 20,00,00,000 19,50,00,000 19,50,00,000 19,50,00,000
Shares
Nominal Value per 5 5 5 5
share (in INR)
Total amount of equity 100,00,00,000 97,50,00,000 97,50,00,000 97,50,00,000
shares (in INR)
Class of Shares Authorized Issued Share Subscribed Paid-up Share

CCPS Share Capital Capital Share Capital Capital
Number of CCPS 75,00,000 71,88,583 71,88,583 71,88,583
Nominal Value per 20 20 20 20

share (in INR)
Total amount of CCPS 15,00,00,000 14,37,71,660 14,37,71,660 14,37,71,660
(in INR)
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.

For Cello World Private Limited
SD/- SD/-
Pradeep Rathod Pankaj Rathod

Managing Director Managing Director
DIN: 00027527 DIN: 00027572
Place: Mumbai
Date: 05/08/2023
Registered Office: 597/2a, Somanth Road, Dabhel, Nani Daman, Daman-396210.
ANNEXURE: I
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)
Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate
companies/joint Ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Lakhs)
Sr. Particulars Details Details

No.
1. Name of the subsidiary Cello Household Cello
Products Private Consumerware
Limited Private Limited
2. Reporting period for the subsidiary NA NA
concerned, if different from the holding
company’s reporting period
3. Reporting currency and Exchange rate - -
as on the last date of the relevant
Financial year in the case of foreign
subsidiaries
4. Share capital 9.3 1.00
5. Reserves & surplus 1,111.81 (2.82)
6. Total assets 2,281.66 321.54
7. Total Liabilities 1,161.18 323.36
8. Investments 8.12 Nil
9. Turnover 3,483.48 Nil
10. Profit/ (Loss) before taxation 913.49 (2.38)
11. Provision for taxation 232.24 Nil
12. Profit/ (Loss) after taxation 681.25 (2.38)
13. Proposed Dividend Nil Nil
14. % of shareholding 100% 100%

No.
1. Name of the subsidiary Cello Industries Private Cello Houseware
Limited Private Limited
subsidiaries
5. Reserves & surplus 727.73 528.85
6. Total assets 2,387.88 1,123.26
8. Investments 213.52 12.83
9. Turnover 2,760.16 1,866.25
10. Profit before taxation 775.80 481.70
11. Provision for taxation 197.00 123.49
12. Profit after taxation 578.79 358.21
13. Proposed Dividend Nil Nil
14. % of shareholding 100% 100%

No.
1. Name of the subsidiary Unomax Stationery Wim Plast Limited
Private Limited
subsidiaries
5. Reserves & surplus 220.12 4,315.48
6. Total assets 1,866.64 4,863.90
8. Investments 0.62 1,057.62
9. Turnover 2,849.99 3,306.17
10. Profit before taxation 641.32 555.79
11. Provision for taxation 174.08 137.59
12. Profit after taxation 467.24 418.20
13. Proposed Dividend Nil 8.50
14. % of shareholding 100% 54.92%
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations: NA
2. Names of subsidiaries which have been liquidated or sold during the year: NA
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate
Companies and Joint Ventures
(Information in respect of each associates to be presented with amounts in Lakhs)
Sr. Particulars Details

No.
1. Name of the subsidiary Picasa Tableware
Private Limited
2. Reporting period for the Associate NA
3. Reporting currency and Exchange rate -
subsidiaries
4. Share capital 200
5. Reserves & surplus -2.86
6. Total assets 4295.78
7. Total Liabilities 4295.78
8. Investments -
9. Turnover -
10. Profit/ (Loss) before taxation -2.67
11. Provision for taxation 0.19
12. Profit/ (Loss) after taxation -2.86
13. Proposed Dividend Nil
14. % of shareholding 40%
Notes: The following information shall be furnished at the end of the statement:
1. Names of associates/ joint ventures which are yet to commence operations: NA
2. Names of associates/ joint ventures which have been liquidated or sold during the year: NA
SD/- SD/-

DIN: 00027527 DIN: 00027572
Place: Mumbai
Date: 05/08/2023
Annexure- II
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed
to be undertaken and a reference to the CSR policy and projects or programs. CSR Policy is stated
herein below:
2. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial
year, if any : NA
3. Average net profit of the company as per section 135(5):
Average Net Profit: INR 5,933 Lakh
4. a) Two percent of average net profit of the company as per section 135(5):
INR 118.66 Lakh
(b) Surplus arising out of the CSR projects or programs or activities of the previous financial years :
NIL
(c) Amount required to be set off for the financial year, if any : NIL
(d) Total CSR obligation for the financial year (5a+5b-5c). : INR 118.66 Lakh
5. (a) CSR amount spent or unspent for the financial year:

Amount in Lakhs
Year ended Year ended
Particulars
March 31, 2023 March 31, 2022
Amount require to be spent by the Company
u/s 135 of the Companies Act, 2013. 118.66 83.23
Amount spent during the

year
i) Construction / acquisition
75.80 -
of any asset
ii) On purposes other than
44.44 133.48
(i) above
- -
Amount in
Lakhs
Amount required . Amount spent . Closing
to be spent during the year Balance
during the year
2021-22 83.23 133.48 50.25 excess
2022-23 118.66 120.24 1.58 excess
(b) Details of CSR amount spent against ongoing projects for the financial year: NIL
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)

Sl. Name of the Item from Local Location of Amount Mode of Mode of
No. Project the list of area the project. spent for implementation implementation -
activities in (Yes/ the - Direct Through
schedule VII No). project (Yes/No). implementing agency.
to the Act. (Amount
State. District. Name. CSR
in
registration
Lakhs).
number.
1. Infrastructure Rural No Rajasthan 75.80 Yes - -
develoment Development
for benefit of
village and
public at large
amd
environment
sustainability
2. Rogi Kalyan Healthcare Yes Daman 1.50 Yes - -
Samiti (Health
Care)
3. Medical Healthcare YES Daman 5.00 Yes - -
(Health Care)
4. Cultural & Education Yes Daman 0.75 Yes - -
Educational
Activites
5. Food and Hunger and Yes Daman 1.19 Yes
Nutrition Poverty
5. Badamia Hunger and No Mumbai 36.00 No Badamia CSR00017079
Charitable Poverty Charitable
Trust Trust
Total Rs. 120.24
(d) Amount spent in Administrative Overheads : NIL
(e) Amount spent on Impact Assessment, if applicable : NIL
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): INR 120.24 Lakh
(g) Excess amount for set off, if any : NIL
12. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount Amount spent Amount transferred to any Amount

No. Financial transferred to in the fund specified under remaining to
Year. Unspent CSR reporting Schedule VII as per section be spent in
Account Financial Year 135(6), if any. succeeding
under section (in INR). financial
Name Amount Date of
135 (6) (in years. (in
of the (in INR). transfer.
Lakhs) INR)
Fund
1. 2021-22 - - - -
Total - - - - - -
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial
year(s): NIL
13. In case of creation or acquisition of capital asset, furnish the details relating to the asset so
created or acquired through CSR spent in the financial year: NA
(asset-wise details).
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is
registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location
of the capital asset).
14. Specify the reason(s), if the company has failed to spend two per cent of the average net profit
as per section 135(5).
SD/- SD/-

DIN: 00027527 DIN: 00027572
Place: Mumbai
Date: 05/08/2023
Annexure – III
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arm’s length transactions under third proviso thereto.
1. Details of material contracts or arrangement or transactions at arm’s length basis:
Sr. Name(s) of Natur Durati Salient Justificat Date(s) Amoun Date on
No the related e of on of terms of ion for of t paid which
party and contra the the entering approv as special
nature of cts/ contra contracts into such al by advanc resolution
relationship arran cts / or contracts the es was passed
geme arrang arrangeme / Board in General
nts/ ement nts or arrange meeting
transa s/trans transaction ments /
ctions actions s including transacti
the value, ons
if any
(Amount
in
Millions.?)
1 Sales - - - -
Cello Marketing
8.00
2 Badamia Sales - - - -
charitable trust 0.92
3. Cello Sales - - - -
International 19.81
Private Limited
4 Cello Pens and Sales - - - -

Stationery 1.37
Private Limited
5 Sales - - - -
Cello Houseware
4.83
8 Pradeep Ghisulal Sales - - - -

Rathod 0.64
9 Pankaj Ghisulal Sales - - - -

Rathod 0.53
10 Babita Pankaj Sales - - - -

Rathod 0.34
11 Ruchi Gaurav Sales - - - -

Rathod 0.05
12 Sangeeta Sales - - - -
Pradeep Rathod 0.09
14 Pampuben Sales - - - -
Ghisulal Rathod 0.13
15 Cello Marketing Purch 81.25 - - - -

ase
16 Cello Houseware Purch 2.06 - - - -
ase
17 Cello Household Rent
Appliances Pvt.
Ltd. 100.47
18 Vardhaman Rent
Realtors 33.11
19 Millenium Rent
Houseware 4.01
20 Rent
Cello Houseware 3.41
21 Cello Home Rent

Products 63.95
22 Pradeep Ghisulal Rent 1.00

Rathod
23 Pankaj Ghisulal Rent 1.00

Rathod
24 Cello Plastic Royalt 77.93

Industrial Works y
25 Cello Marketing Purch 12.67

ase of
prope
rty,
plant
and
equip
ment
26 Cello World Purch 29.05
ase of
prope
rty,
plant
and
equip
ment
27 Reimb
ursem
ent of
expen
Cello Marketing 10.01
se
28 Reimb
ursem
ent of
expen
Cello Houseware 0.06
se
29 Reimb
Cello ursem
International ent of
Private Limited expen
1.41
se
30 Reimb
ursem
ent of
expen
Cello World 7.28
se
31 Reimb
ursem
ent of
Cello Plastic
expen
Industrial Works 14.39
se
32 Pradeep Ghisulal Sale of 1.5
Rathod Invest
ment
2. Details of material contracts or arrangements or transactions at arm’s length basis:
Sr. Name of the Nature of Duration of Salient features of Date(s) of Amount

No. related party contracts / contracts / contracts / approval by paid as
and nature of arrangemen arrangemen arrangements / the Board advance
relationship ts / ts / transactions, Meeting s, if any
transaction transaction including value, if
s s any
- - - - - -
SD/- SD/-

DIN: 00027527 DIN: 00027572
Place: Mumbai
Date: 05/08/2023
ANNEXURE – IV
Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) the
Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors.
(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy: NIL

(ii) the steps taken by the company for utilising alternate sources of energy: NIL
(iii) the capital investment on energy conservation equipments: NIL
(B) Technology absorption-
(i) the efforts made towards technology absorption: NIL

(ii) the benefits derived like product improvement, cost reduction, product development
or import substitution: NIL
(iii) in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)-: NIL
(iv) the expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and Outgo-
Details of Foreign Exchange earnings and Outgo are as following:
Particular Currency Year ended March 31, Year ended March 31,
2023 2022
(Amount in Lakhs) (Amount in Lakhs)
Foreign Exchange INR 1373.53 NIL
Earnings
Foreign Exchange INR 12495.60 8806.71
outgo
SD/- SD/-

DIN: 00027527 DIN: 00027572
Place: Mumbai
Date: 05/08/2023

Annual Report FY 2022 23

Uploaded by

Copyright:

Available Formats

Annual Report FY 2022 23

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Annual Report FY 2022 23

Uploaded by

Copyright:

Available Formats

ANNUAL REPORT

CELLO WORLD LIMITED

2. To consider and approve appointment of Mr. Pankaj Ghisulal Rathod

“RESOLVED THAT pursuant to provisions of Section 152 of Companies Act, 2013,

3. To consider re-appointment of Statutory Auditors of the Company:

By Order of the Board

Date: 14.08.2023 Hemangi Trivedi

LOCATION OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

By Order of the Board

Date: 14.08.2023 Hemangi Trivedi

Form No.: MGT-11

Name of the Member:

Name: Mr. ____________________ E-mail Id: __________________

Sl. Resolution(S) Vote

1. To receive, consider and adopt standalone and consolidated

2. To consider and approve appointment of Mr. Pankaj Ghisulal

Affix Revenue Stamps

Signature of Shareholder Signature of Proxy

…………………………………………….. …………………………………. full name of the

folio No. ................................................................/DP ID No.*........................................................... & Client ID No.*

....................................................................................... ................................................................. full name of Proxy

FINANCIAL UPDATE AND THE STATE OF THE COMPANY'S AFFAIRS

Total Income 9,097.98 6,282.75 18,134.35 13,751.09

Less: Expenditure 8,580.50 5,757.62 14,282.39 10,760.09

Profit before Depreciation, 534.97 532.21 4,372.78 3,495.04

Less: Depreciation and 16.61 6.96 503.26 475.54

Less: Interest on external 0.89 0.11 17.56 28.50

Profit before exceptional item 517.48 525.14 3,851.96 2,991.00

Profit/(loss) before Tax (EBT) 517.48 525.14 3,851.96 2,991.00

Provision for Tax 136.93 135.57 1,001.30 795.77

Earnings Per Equity Share - 1.95 2.00 13.65 10.46

BUSINESS REVIEW AND OUTLOOK

SUBSIDIARY AND ASSOCIATES COMPANIES

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

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD MEETINGS HELD DURING THE YEAR

Directors Mr. Pradeep Mr. Pankaj Mr. Gaurav Mr. Gagandeep

16/06/2022 Attended Attended Attended NA

22/06/2022 Attended Attended Attended NA

01/08/2022 Attended Attended Attended NA

02/09/2022 Attended Attended Attended NA

21/09/2022 Attended Attended Attended NA

22/09/2022 Attended Attended Attended NA

10/10/2022 Attended Attended Attended NA

31/10/2022 Attended Attended Attended Attended

02/11/2022 Attended Attended Attended Attended

22/11/2022 Attended Attended Attended Attended

24/11/2022 Attended Attended Attended Attended

21/02/2023 Attended Attended Attended Attended

27/03/2023 Attended Attended Attended Attended

% of attendance 100% 100% 100% 100%

COMMITTEES OF THE BOARD

Corporate Social Responsibility Committee

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

June 16, 2022 Attended Attended Attended

March 31, 2023 Attended Attended Attended

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

STATUTORY AUDITORS AND THEIR REPORTS

EXTRACT OF ANNUAL RETURN

Name: Mr. __ E-mail Id:

folio No. ................................................................/DP ID No............................................................ & Client ID No.