Fonebox Retail Ltd Directors Report

Dear Members,

With an immense pleasure, the Board of Directors of your Company "Fonebox Retail Limited" (Formerly known as Fonebox Retail Private Limited) are delighted to present the 4^th Annual Report on business and operations of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024 in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act").

1. FINANCIAL HIGHLIGHTS OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24:

The financial performance of our Company for the financial year ended 31^st March, 2024 is summarized as below:

(Amount in Lakh)

Particulars	31.03.2024	31.03.2023
Total Revenue	29,760.52	19,625.74
Other Income	5.99	0.35
Total Income	29,766.51	19,626.09
Profit (Loss) before Depreciation and Tax	559.81	289.02
Less: Depreciation and amortisation	82.65	69.03
Less: Extraordinary/Exceptional Items	-	0.25
Profit / (Loss) before Tax	477.16	219.74
Less: Tax Expenses
-Current Tax	137.36	60.54
-Deferred Tax	(3.71)	-0.67
- MAT Credit Entitlement	0.35	-
Profit / (Loss) After Tax, Extra-Ordinary & Exceptional Items	343.16	159.87
Earnings Per Share (EPS):
-Basic	4.51	4.57
-Diluted	4.51	4.57

During the year under review, our Company has achieved its best financial performance in terms of revenue as well as net profits since its incorporation.

2. REVIEW OF BUSINESS OPERATIONS AND COMPANY AFFAIRS:

The Company continues to grow with its overall performance in the financial year 2023-24. The Directors are pleased to report that the company has generated total income of Rs. 29,766.51 Lakh as compared to Rs. 19,626.09 Lakh for the previous financial year. Likewise, profit before and after depreciation was Rs. 559.81 Lakh and Rs. 477.16 Lakh respectively as compared to Rs. 289.02 Lakh and Rs. 219.74 Lakh respectively for the previous financial year. During the year under review, your company recorded net Profit after taxation of Rs. 343.16 Lakh as compared Rs. 159.87 Lakh for the previous year.

Your Company looks forward to strengthen its operations by curtailing expenditure, aggressive domestic marketing etc. This would further help the Company to improve its results and profitability.

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

There are no material changes in the nature of business during the year under review.

4. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of financial year to which the financial statements related and the date of this Boards Report.

5. FIXED DEPOSITS:

The Company has not invited / accepted any deposits from public within the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 and the Rules framed there under and the Directives issued by the Reserve Bank of India. Hence, the requirement for furnishing details of Deposits covered under Chapter V and details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 is not applicable.

6. SHARE CAPITAL:

AUTHORISED SHARE CAPITAL

The Authorised Equity Share capital of the Company as on March 31, 2024 is Rs. 10,50,00,000 [ Rupees Ten Crores Fifty Lakh Only] consisting of 1,05,00,000/- Equity Shares of Rs. 10.00 each.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

The issued, subscribed and paid-up equity shares capital of the Company as on March 31, 2024 is Rs. 10,26,00,000 [ Rupees Ten Crores Twenty Six Lakh Only] consisting of 1,02,60,000/- Equity Shares of Rs. 10.00 each.

During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity. The Company has no scheme or provision of money for purchase of its own shares. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

CHANGES IN SHARE CAPITAL DURING THE YEAR

During the year under review, the allotments made by the company are as under:

The Company, on April 22, 2023, has allotted 5,50,000 Equity Shares of face value of Rs.10 each in the ratio of 55:50 i.e. 55 (Fifty-Five) Equity Shares for every 50 (Fifty) Equity Shares through Right Issue at an Issue Price of Rs.100/- including premium of Rs.90/-, aggregating to Rs. 550.00/- Lakh.

The Company, on September 04, 2023 has allotted 63,00,000 Equity Shares of face value of Rs.10 each in the ratio of 6:1 i.e. 6 (Six) Fully paid-up Equity Shares for every 1 (One) Equity Shares through Bonus Issue to its existing shareholders aggregating to Rs.630.00/- Lakh.

Further, pursuant to Initial Public Offerings, the Company has issued 29,10,000 Equity Shares of face value of Rs.10 each for cash at an issue price of Rs.70/- per Equity Share including premium of Rs.60/- and allotted as on January 31, 2024 aggregating to Rs.2037.00/- Lakhs.

7. INITIAL PUBLIC OFFER ("IPO") AND LISTING:

The Board of Directors of the Company, at its meeting held on 05^th September, 2023, had proposed the Initial Public Offer not exceeding 29,10,000 Equity Shares in consultation with the Merchant Banker as per the provisions of Section 23(1) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Securities Contracts (Regulation) Rules, 1957. The members of the Company had also approved the said proposal of Board of Directors at their Extra-Ordinary General Meeting held on 07^th September, 2023.

Further, pursuant to the authority granted by the members of the Company, the Board of Directors of the Company had appointed M/s. Beeline Capital Advisors Private Limited, as Lead Manager & Underwriter, M/s. KFin Technologies Limited as the Registrar to the Issue & Share Transfers Agent and M/s. Spreadx Securities Private Limited as Market Maker for the proposed Public Issue of 29,10,000 Equity Shares of face value of Rs. 10/- each for cash at an issue price of Rs.70/- per equity share (including a share premium of Rs. 60/- per equity share) aggregating to Rs. 2037.00/- Lakhs. The Company had applied to National Stock Exchange of India Limited ("NSE") for In-Principle approval for listing of its equity shares on the Emerge Platform of NSE and the NSE, vide its letter dated 11^th January, 2024, has granted its In-Principle Approval for the same to the Company.

Then company had filed Prospectus with the Registrar of Companies 30^th January, 2024. The Public Issue was opened for subscription on Thursday, January 25, 2024 and closed on Tuesday, January 30, 2024. The Basis of Allotment was finalized by Company, Registrar to the Issue and Merchant Banker in consultation with the NSE on 31^st January, 2024. The Company has applied for listing of its total 1,02,60,000 equity shares to NSE and received approval of NSE vide its letter dated 01^st February, 2024. The trading of equity shares of the Company commenced on 02^nd February, 2024 on NSE. Presently, the Equity Shares of the Company are listed on the SME Emerge Platform of NSE.

8. UTILIZATION OF IPO PROCEEDS:

The Company raised funds of Rs. 2037.00 Lakhs through Initial Public Offering ("IPO"). The gross proceeds of IPO have been utilized in the manner as proposed in the Prospectus, the details of which are as under:

Sr. No. Objects of the Issue as per Prospectus dated 30th January, 2024	Original allocation	Funds utilized as on
	( in Lakhs)	31.03.2024 ( in Lakhs)
To Meet Working Capital
1.	1350.00	1350.00
Requirements
2. General corporate purposes	505.00	505.00
3. Public Issue Expenses	182.00	182.00

Further, there is no deviation/variation in the utilization of gross proceeds of IPO.

9. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March, 2024, is available on the Companys website and can be downloaded from the weblink https://www.fonebook.in/annual-reports/.

10. EXPANSION PLAN:

Post successful launching of Initial Public Offerings, the Company is opening new retail stores in Maharashtra in phased manner and the Company is making required disclosures, from time to time, in this regard to National Stock Exchange of India Limited ("NSE") where the shares of the Company are listed.

Further, the Board of Directors at its meeting held on 19^th July, 2024, has considered and approved the proposal to open approximately 25 new retail stores of the Company in the State of Maharashtra under the brand names "FONEBOOK", "FONEBOX" and "MY MOBLIE" for operating the retail business of mobile phones, its related accessories, consumer durable electronic goods, information technology products and other electronic goods etc.

The required disclosures in this regard have already been made to NSE.

11. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report, as required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is not applicable to our Company due to the exemption provided under Regulation 15(2) of SEBI Listing Regulations. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.

12. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Annual Secretarial Compliance Report, as required under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 8th February, 2019, is not applicable to our Company due to the exemption provided under Regulation 15(2) of SEBI Listing Regulations. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: COMPOSITION OF THE BOARD

The Company, being a SME Listed Entity, has proper constitution of Board of Directors. As on 31^st March, 2024, our Board comprised of 8 members, consisting of 4 Executive Directors (Promoters) including Chairman of the Company and 4 Non-Executive Independent Directors (Non-Promoter) and none of the directors are disqualified under from being appointed as directors in terms of section 164 of the Companies Act, 2013. The Independent Directors constitute 1/2 of the total Boards strength. 1 out of 8 members is a Women Director.

The following is the Board Composition as on 31^st March, 2024:

Sr. No. Name	Designation	Date of appointment	Date of resignation
1. Manishbhai Girishbhai Patel (DIN: 01436792)	Chairman & Director	03-02-2021	-
2. Amitkumar Gopalbhai Patel (DIN: 08472609)	Managing Director	03-02-2021	-
3. Parth Lallubhai Desai (DIN: 01452248)	Director	24-03-2023	-
4. Jigneshkumar Dashrathlal Parekh (DIN: 10118869)	Whole Time Director	18-04-2023	20-07-2024
5. Jaykumar Deepakbhai Khatnani (DIN: 08659187)	Independent Director	19-06-2023	-
6. Bhavisha Kunal Chauhan (DIN: 10092854)	Independent Director	19-06-2023	-
7. Aayush Kamleshbhai Shah (DIN: 10149440)	Independent Director	19-06-2023	-
8. Sumitkumar Hareshbhai Patel (DIN: 10105361)	Independent Director	19-06-2023	-

DIRECTORS APPOINTED/REGULARIZED/RESIGNED DURING THE FINANCIAL YEAR 2023-24:

DIN	Name of Director	Date of Appointment /Regularizatio n /Resignation	Changes during the Year
10118869	Jigneshkumar Dashrathlal Parekh	18-04-2023	Appointed as Additional Whole Time Director
08659187	Jaykumar Deepakbhai Khatnani	19-06-2023	Appointed as Additional Independent Director
10092854	Bhavisha Kunal Chauhan	19-06-2023	Appointed as Additional Independent Director
10149440	Aayush Kamleshbhai Shah	19-06-2023	Appointed as Additional Independent Director
10105361	Sumitkumar Hareshbhai Patel	19-06-2023	Appointed as Additional Independent Director
01436792	Manishbhai Girishbhai Patel*	13-07-2023	Appointed as Chairman & Executive Director
08472609	Amitkumar Gopalbhai Patel*	13-07-2023	Appointed as Managing Director
10118869	Jigneshkumar Dashrathlal Parekh	13-07-2023	Regularized as Whole Time Director
01452248	Parth Lallubhai Desai	13-07-2023	Regularized as Executive Director
08659187	Jaykumar Deepakbhai Khatnani	13-07-2023	Regularized as Non-Executive
			Independent Director
10092854	Bhavisha Kunal Chauhan	13-07-2023	Regularized as Non-Executive Independent Director
10149440	Aayush Kamleshbhai Shah	13-07-2023	Regularized as Non-Executive Independent Director
10105361	Sumitkumar Hareshbhai Patel	13-07-2023	Regularized as Non-Executive Independent Director

* Re-designated pursuant to the Special Resolution passed by the members of the Company at their Extra Ordinary General Meeting held on 13^th July, 2023.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of

Association of the Company, Mr. Parth Lallubhai Desai (DIN: 01452248), Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The resolution seeking shareholders approval for re-appointment forms part of the Notice.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on 31^st March, 2024:

Sr. No. Name	Designation
1. Manishbhai Girishbhai Patel	Chairman & Director
2. Amitkumar Gopalbhai Patel	Managing Director
3. Jigneshkumar Dashrathlal Parekh	Whole Time Director
4. Parth Lallubhai Desai	Chief Financial Officer
5. Charmi Vansh Shah	Company Secretary & Compliance Officer

KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE FINANCIAL YEAR 2023-24

During the year under review, the following changes have been taken place in the Key Managerial Personnel of the Company.

Name of Director	Date of Appointment /Resignation	Changes during the Year
Jigar Lallubhai Desai	22-04-2023	Resigned as Chief Financial Officer
Parth Lallubhai Desai	22-04-2023	Appointed as Chief Financial officer
Urvashi Gandhi	06-06-2023	Appointed as Company Secretary
Urvashi Gandhi	08-07-2023	Resigned as Company Secretary
Amitkumar Gopalbhai Patel	13-07-2023	Appointed as Managing Director
Jigneshkumar Dashrathlal Parekh	13-07-2023	Appointed as Whole Time Director
Charmi Vansh Shah	25-08-2023	Appointed as Company Secretary

14. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

The Company has received the Declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

15. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee of the Company to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole. Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the process for evaluation of the performance of the Board of Directors as a whole, its Committees and Individual Directors was initiated by the Nomination and Remuneration Committee.

The Board has carried out the performance evaluation of its own, individual directors and its Committees including Chairman of the Board on the basis of attendance, contribution, experience, expertise, performance of specific duties & obligations and various criteria as recommended by the Nomination and Remuneration Committee of the Company and has also evaluated the fulfillment of independence criteria of the Independent Directors as specified under Section 149(6) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI Listing Regulations and their independence from the management. The Directors expressed their satisfaction over the evaluation process.

16. BOARD MEETINGS:

During the year under review, total 18(Eighteen) meeting of Board of Director were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.The requisite quorum was present at all the meetings. The dates of the Board Meeting and attendance of each Directors are as follows. In respect of the meetings, proper notices were given and the proceedings were recorded and signed Minutes Book maintained.

Total Number of Board Meeting held during the year 2023-24 are as under;

Sr. No.	Date of Meeting	Total No. of directors as on the date of the Meeting	No. of directors attended the meeting
1.	14-04-2023	3	2
2.	22-04-2023	4	4
3.	01-06-2023	4	4
4.	06-06-2023	4	4
5.	19-06-2023	4	4
6.	20-06-2023	8	8
7.	12-07-2023	8	7
8.	13-07-2023	8	7
9.	25-08-2023	8	7
10.	04-09-2023	8	6
11.	05-09-2023	8	6
12.	07-09-2023	8	6
13.	18-10-2023	8	7
14.	06-01-2024	8	8
15.	25-01-2024	8	8
16.	31-01-2024	8	8
17.	12-03-2024	8	8
18.	18-03-2024	8	8

17. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3) (c) of the Companies Act 2013, your directors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31^st March, 2024, 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 as at 31^st March, 2024 and of the profit /loss of the Company for the financial year ended 31^st March, 2024;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and 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.

18. COMMITTEES OF THE BOARD:

The Board Committees are formed with the approval of Board of Directors of the Company ("Board") for dealing with specific areas and activities. These Committees have their respective Charters and play an important role in the overall management and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board.

The Board of Directors of the Company has constituted the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee C. Stakeholders Relationship Committee

A. AUDIT COMMITTEE

In compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted the Audit Committee of the Company on 13^th July, 2023.

The composition of Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31^st March, 2024, the Audit Committee comprised of 3 Non-Executive Independent Directors and 1 Executive Director. All the Members of the Committee are well qualified, experienced and possesses required knowledge of accounts, finance and other comparable experience and background. The Company Secretary of the Company acts as the Secretary to the Committee.

Meetings of Audit Committee

During the financial year ended as on 31^st March, 2024, total 5 (Five) meetings of members of the Audit Committee were held i.e. on 25.08.2023, 05.09.2023, 18.10.2023, 06.01.2024, 12.03.2024. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings.

Composition of Audit Committee as on 31^st March, 2024

Name	Designation	Position on Committee
Mr. Aayush Kamleshbhai Shah	Independent Director	Chairperson
Ms. Bhavisha Kunal Chauhan	Independent Director	Member
Mr. Jaykumar Deepakbhai Khatnani	Independent Director	Member
Mr. Parth Lallubhai Desai	Executive Director	Member

The terms of reference of the Audit Committee are broadly as follows:

i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company

ii. Review and monitor the auditors independence and performance, and effectiveness of audit process

iii. Examination of financial statement and auditors report thereon including interim financial result before submission to the Board of Directors for approval with particular reference to

a. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

iv. Approval or any subsequent modification of transactions of the Company with related party; Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act 2013 or any subsequent modification(s) or amendment (s) thereof; Provided further that in case of Transaction, other than transactions referred to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board:

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such Transaction shall be voidable at the option of the Audit Committee;

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

vi. Scrutiny of Inter-corporate loans and investments; vii. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders;

viii. Reviewing and discussing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

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

x. Valuation of undertakings or assets of the company, where ever it is necessary;

xi. Evaluation of internal financial controls and risk management systems and reviewing with the management, performance of statutory & internal auditors, and adequacy of the internal control systems;

xii. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and discussion with internal auditors of any significant findings and follow up there on;

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

xiv. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

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

xvi. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and

xvii. Carrying out any other function as assigned by the Board of Directors & other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

B. NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company ("Board") has constituted the Nomination and Remuneration Committee of the Company on 13^th July, 2023.

As on 31^st March, 2024, the Committee comprises of 4 Non-Executive Independent Directors.

Nomination and Remuneration Policy

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company has adopted the Nomination and Remuneration Policy (the "Policy") on the recommendations of the Nomination and Remuneration Committee of the Board. The Policy, inter alia, provides guidelines for the appointment, removal and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The said policy can be downloaded from the weblink: https://www.fonebook.in/policies/

Meeting of Nomination and Remuneration Committee

During the financial year ended 31^st March, 2024, the Nomination and Remuneration committee met one time on 04^th September, 2023.The requisite quorum was present at the meeting.

Composition of Nomination and Remuneration Committee as on 31^st March, 2024

Name	Designation	Position on Committee
Mr. Jaykumar Deepakbhai Khatnani	Independent Director	Chairperson
Mr. Aayush Kamleshbhai Shah	Independent Director	Member
Ms. Bhavisha Kunal Chauhan	Independent Director	Member
Mr. Jaykumar Deepakbhai Khatnani	Independent Director	Member

The role of Nomination and Remuneration Committee, inter alia, includes:

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates. iii. Formulation of criteria for evaluation of Independent Directors and the Board;

iv. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance Benchmarks; and v. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director ‘s performance; vi. Recommend to the board, all remuneration, in whatever form, payable to senior management; vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance of provisions of Section 178 of Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee on 13^th July, 2023 and also re-constituted the said Committee on 19^th July, 2024.

As on 31^st March, 2024, the Committee comprised of 3 Non-Executive Independent Directors and 1 Executive Director.

Meetings of Committee

During the financial year ended 31st March, 2024, the Stakeholders Relationship Committee met once (1) on 04^th September, 2023. The requisite quorum was present at the said Meeting:

Composition of the Stakeholders Relationship Committee

Name	Designation	Position on Committee
Ms. Bhavisha Kunal Chauhan	Independent Director	Chairperson
Mr. Jaykumar Deepakbhai Khatnani	Independent Director	Member
Mr. Sumitkumar Hareshbhai Patel	Independent Director	Member
Mr. Jigneshkumar Dashrathlal Parekh	Whole Time Director	Member

Changes in composition of the committee after the completion of financial year 2023-2024

Name of Director	Date of Appointment/ Resignation	Changes after the Year
Mr. Jigneshkumar Dashrathlal Parekh	20/07/2024	Resigned as Member of the Committee

The Terms of Reference of the Stakeholders Relationship Committee are broadly as follows:

i. Resolving the grievances of the security holders of the company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

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

Redressal of Investor Grievances

The Company and its Registrar and Share Transfer Agent addresses the complaints and grievances of its shareholders expeditiously and replies are sent within reasonable/prescribed time. The Company endeavors to implement suggestions as and when received from the investors.

19. PARTICULARS OF EMPLOYEES PURSUANT TO SEC. 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGEMENT PERSONNEL) RULES, 2014:

The information, required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Report, is attached as Annexure A.

During the year under review, none of the employees of the Company, are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year or are in receipt of remuneration in excess of remuneration drawn by the Managing Director of the Company and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard.

20. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:

During the year under review, the Company has neither granted any loans nor given any guarantees nor provided any securities nor made any investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The related party transaction/s, if any, was/ were entered into during the financial year was/were on arms length basis and were in the ordinary course of Companys business.

Related party transactions under Accounting Standard AS 18 are disclosed in the notes (Note No.31) to the financial statements. Prescribed 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 is furnished as Annexure -B to this report.

22. TRANSFER TO RESERVES:

During the year under review, the company has not transferred any amount to any reserves. For detailed information refer note 2 of notes forming part of balance sheet.

23. DIVIDEND:

With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of the Company have not recommended any dividend on equity shares for the financial year ended 31^st March, 2024.

24. LISTING FEES:

The Companys equity shares are listed on SME Emerge Platform of National Stock Exchange of India Limited ("NSE"). The Company has paid the annual listing fees for the financial year 2023-24 and 2024-25 to NSE within the prescribed time.

25. INDEPENDENT DIRECTORS MEETING:

As per Schedule IV of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors. At such meetings, the Independent Directors shall (i) review the performance of Non-Independent Directors and the Board as a whole, (ii) review the performance of Chairman of the Company after considering views of Executives and Non-Executive Directors and (iii) assess the quality, quantity and timeliness of flow of information between the Companys management and the Boar that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, meeting of the Independent Directors of the Company was held on 25^th January, 2024. All the Independent Directors were present at the said meeting.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOING:

There is no technology absorption and foreign exchange earnings and or outgo during the year under review.

27. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary / Joint Venture or Associate Company during the financial year.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal control system commensurate with the size of its operations to ensure the systematic and efficient conduct of its business, including adherence to Companys policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

29. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the ‘Act) and Rules made thereunder, the Company has a policy and framework for employees (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace.

The Company has constituted an Internal Complaints Committee to redress complaints relating to sexual harassment. During the year under review, no complaints with allegations of sexual harassment were received by the Company. The said policy is available on the website of the Company i.e. www.fonebook.in and can be downloaded from the weblink: https://www.fonebook.in/policies/.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to our Company for the financial year ended 31st March, 2023.

31. VIGIL MECHANISM:

The Company has established a Vigil Mechanism which also incorporates a Whistle Blower Policy ("this Policy") in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This Policy has been formulated with a view to provide a mechanism/channel for employees, directors, senior management personnel and other stakeholders of the Company to raise concerns of suspected frauds, any violations of legal/regulatory requirements or Code of Conduct, incorrect or misrepresentation of any financial statements and reports or any instance(s) of leakage/suspected leakage of UPSI etc.

This mechanism also provides for adequate safeguards against victimization of employees, directors, senior management personnel and other stakeholders who avail this mechanism and also provide for direct access to the chairperson of the audit committee of the Company in appropriate or exceptional cases.

The said policy is available on the website of the Company i.e. www.fonebook.in and can be downloaded from the weblink: https://www.fonebook.in/policies/. During the year under review, no complaints has been received from employee or concerned person in respect of unethical behavior.

32. RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy and Procedures for identification, assessment, management, minimization & monitoring of risks and also laid down the procedure to inform the Board members about the risk assessment and minimization procedures. It has identified various potential risks including but not limited to business dynamics, operations, liquidity, market/industry, human resource etc. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures.

The main objective of this Policy is to achieve sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving the risks associated with the Companys business which, in the opinion of the Board, may threaten the growth, stability and existence of the Company.

The Risk Management Policy may be accessed on the Companys website i.e. www.fonebook.in and can be downloaded from the weblink: https://www.fonebook.in/policies/.

33. AUDITORS:

A. Statutory Auditor

M/S. R K KOTADIYA & CO LLP ("the Firm") FRN: 136884W/W100931 Chartered Accountants, has confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) for appointment as Auditors of the Company.

B. Cost Auditor

The Company is not required to maintain Cost Records as specified under Section 148(1) of the Companies Act, 2013 and therefore, the appointment of Cost Auditor for undertaking audit of cost records of the Company is not applicable.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.H. Keshariya & Associates, Practicing Company Secretaries, Ahmedabad, to conduct secretarial audit of the Company for the financial year ended 31^st March, 2024.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31^st March, 2024 forms an integral part of this report and is annexed as Annexure C.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 does not contain any qualifications, reservations or adverse remarks.

D. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s. Govind Tatosaniya & Associates (FRN: 139322W), Chartered Accountants as the Internal Auditors of the Company for the financial year ended 31^st March, 2024.

34. AUDITORS REPORT & BOARDS COMMENTS ON QUALIFICATIONS:

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

The Statutory Auditors, Secretarial Auditors and Internal Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors of the Company under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

36. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs from time to time and that such systems are adequate and operating effectively.

37. DEMATERIALISATION OF EQUITY SHARES:

As on 31^st March, 2024, all the equity shares of the Company are in dematerialized form with either of the Depositories viz. NSDL and CDSL. The ISIN allotted to the Company is INE0Q4701019.

38. CHANGE OF NAME:

Consequent upon the conversion of the Company from Private Limited company into Public Limited company, the name of the Company has been changed to " Fonebox Retail Limited" with effect from 12^th July, 2023 and fresh Certificate of Incorporation dated 12^th July, 2023 has also been issued by the Registrar of Companies, Ahmedabad.

39. APPOINTMENT OF RTA:

M/s KFin Technologies Limited is a Registrar and Share Transfer Agent of the company in order to compliance with the provision of Companies Act, 2013. All the equity shareholders of the Company have DEMAT their Equity Shares as on 31^st March, 2024 and none of shareholders holding shares in physical form.

40. INDUSTRIAL RELATION:

Industrial relations remained cordial throughout the year. The Board wishes to place on record their wholehearted appreciation for co-operation tendered by all the employees in this direction.

41. AFFIRMATION AND DISCLOSURE:

All the Members of the Board and Senior Management Personnel of the Company have affirmed their compliance with the Code of Conduct as on 31^st March, 2024 and a declaration to that effect, signed by the Chairman & Managing Director, forms an integral part of this report and is annexed as Annexure D.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, on the Companys current working and future outlook, as required under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is provided in a separate section and forms an integral part of this Report and is annexed as Annexure E.

43. CERTIFICATE FROM CFO:

In terms of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate jointly signed by Chief Financial Officer of the Company has been obtained is annexed as Annexure-F.

44. OTHER STATUTORY DISCLOSURE:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There was no revision of financial statements during the financial year under review.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

3. None of the equity shares of the Directors of the Company are pledged with any banks or financial institutions.

4. As there is no unclaimed and unpaid dividend or any other amount which needs to transfer to Investor Education and Protection Fund (IEPF) during the year under review, hence provisions of Section 125(2) of the Act is not applicable to the Company.

5. There is no application made or proceedings pending against the Company under the insolvency and Bankruptcy Code, 2016 during the year under review.

6. There are no such instances during the year where the difference noted between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions.

45. ACKNOWLEDGEMENT & APPRECIATION:

Your directors express their deep sense of gratitude to the Banks, Financial Institutions, Central and State Governments, Statutory and other Regulatory Authorities for their continued guidance, assistance and co-operation.

The Board also places on record its sincere appreciation to its Management, Directors, Employees, its valued customers, Business Associates, vendors, service providers, its shareholders, investors for their persistent faith, unstinted commitment, co-operation, and support and look forward to their continued support in all our future endeavors to pursue excellence and grow year after year.

		By order of Board of Directors,
		FOR FONEBOX RETAIL LIMITED
	(Formerly known as Fonebox Retail Private Limited)
	Sd/-	Sd/-
	Manishbhai G. Patel	Amitkumar G. Patel
Date: 29/08/2024	Chairman & Director	Managing Director
Place: Ahmedabad	[DIN: 01436792]	[DIN: 08472609]