HP Telecom India Ltd Directors Report

To,

Dear Members,

HP Telecom India Limited.

Your Directors are pleased to present the 14^th Annual Report together with the Audited Financial Statement of the Company for the financial year ended 31^st March, 2025 and the profit and loss account for the same along with Auditors Report and Directors Report.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force for all our future endeavors.

1) FINANCIAL PERFORMACE:

The Companys Financial Performance during the year ended 31^st March, 2025 compared to previous year is summarized below:

(Amount in Lakhs)

Particulars	FY. 2024-25	FY. 2023-24
Revenue from Operations	159615.81	107861.56
Add: Other Income	156.18	115.77
Total Income	159771.99	107977.33
Finance Cost	1059.03	800.94
Depreciation & Amortization expenses	10.31	7.64
Total Expenditure	158063.56	106818.90
Profit/(Loss) before Tax (PBT)	1708.43	1158.43
Less: Tax expense
- Current Tax	451.28	300.08
- Deferred Tax Liabilities/(Assets)	(0.69)	(0.71)
Net Profit/(Loss) after tax	1257.84	859.06
Earnings per share
- Basic	13.94	9.82
- Diluted	13.94	9.82

2) REVIEW OF OPERATIONS:

During the year under review, your Company has posted higher revenue from operations of Rs. 159615.81 lacs as compared to Rs. 107861.56 lacs in the previous financial year. Also, your Company has posted higher Net Profit after tax of Rs. 1257.84 lacs as compared to Rs. 859.06 lacs in the previous financial year. Your Directors are hopeful to earn high rational income in the years to come.

3) TRANSFER TO RESERVES:

During the year under review, your Directors have not transferred any amount to Reserves.

4) DIVIDEND:

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company with a view to conserve resources for expansion of business.

5) UNCLAIMED DIVIDEND:

There is no balance lying in unclaimed or unpaid dividend account.

6) PUBLIC DEPOSITS:

During the year under review, your Directors has neither accepted/renewed any deposits nor has any outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

7) STATEMENT OF CHANGES IN EQUITY SHARE CAPITAL:

As on 31^st March, 2025, the Authorized Share Capital of the Company stood at Rs. 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- each.

During the year under review, your Company has issued Prospectus dated 7^th February, 2025 and the basis of allotment was finalized in consultation with NSE on 25^th February, 2025. The Company allotted fully paid up 31,69,200 Equity Shares of face value of Rs. 10/- each, issued at a price of Rs. 108/- per share (including share premium of Rs. 98/- per Equity Share). Accordingly, paid up Equity share of the Company has been increased from 87,45,510 Equity Shares to 1,19,14,710 Equity Shares w.e.f. 25^th February, 2025.

As on 31^st March, 2025, the issued, subscribed & paid-up equity share capital of your Company stood at Rs. 11,91,47,100/- (Rupees Eleven Crore Ninety-One Lakh Forty-Seven Thousand One Hundred only) divided into 1,19,14,710 (One Crore Nineteen Lakhs Fourteen Thousand Seven Hundred and Ten) Equity Shares of Rs. 10/- each.

8) BOARD OF DIRECTORS:

As on 31^st March, 2025, Your Company has 5 Directors as under:

i. Mr. Vijay Lalsingh Yadav -	Managing Director
ii. Mrs. Seemabahen Vijay Yadav -	Whole Time Director
iii. Mr. Bharatlal Lalsingh Singh -	Non-Executive Director
iv. Mr. Chirag Jitendra Sheth -	Independent Director
v. Mr. Dinesh Ram Nath Yadav -	Independent Director

9) KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2025, your Company has following Key Managerial Personnel:

i. Mr. Vijay Lalsingh Yadav -	Managing Director
ii. Mrs. Seemabahen Vijay Yadav -	Whole Time Director
iii. Mr. Pritesh Sidhpuria -	Chief Financial Officer
iv. Ms. Khushboo Modi -	Company Secretary & Compliance Officer

During the year under review, following changes occurred:

- Mr. Hemant Ashwinkumar Jethwa resigned from the post of Chief Financial Officer w.e.f. 27^th March, 2025.

- Mrs. Barkha Jain resigned from the post of Company Secretary and Compliance Officer w.e.f. 27^th March, 2025.

- Mr. Pritesh Sidhpuria has been appointed as a Chief Financial Officer w.e.f. 28^th March, 2025.

- Ms. Khushboo Modi has been appointed as a Company Secretary and Compliance Officer w.e.f. 28^th March, 2025.

10) DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration.

11) FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In compliance with the requirement of Listing Regulations, the Company has put in place a Familiarization program for Independent Directors to familiarize them with the working of the company, their roles, rights and responsibilities vis-?-vis the Company, the industry in which the company operates, business model, etc., along with updating on various amendments in the Listing Regulations and the Companies Act, 2013. The detail of the aforementioned program as required under Regulation 46 of the Listing Regulation is available on the Companys website at www.hptil.com/investor-relations.php?tabId=nav-policies-tab.

In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the independent directors of the Company have successfully registered with the Independent Directors databank of the Indian Institute of Corporate Affairs.

During the F.Y. 2024-25, the Independent Directors have held their meeting on 27/03/2025. The details of their attendance are as under:

Name of the Member	Category	No. of meetings attended
Dinesh Ramnath Yadav	Independent Director	1
Chirag Jitendra Sheth	Independent Director	1

12) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) In preparation of the Annual accounts for the Financial Year ended 31^st March, 2025, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures,

b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 Financial Year and of the profit 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 Directors had prepared the Annual Accounts on a going concern basis,

e) That the Directors have been laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year,

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.

13) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

14) MEETING OF BOARD OF DIRECTORS:

During the year under review, eighteen (18) Board meetings were held. The gap intervening between two meetings were within the period prescribed under the Companies Act, 2013 and Listing regulations. The details of such meetings are as under:

S. N. No. of Board Meeting	Date of Board Meeting
1. 01/2024-25	16/04/2024
2. 02/2024-25	14/05/2024
3. 03/2024-25	25/05/2024
4. 04/2024-25	18/07/2024
5. 05/2024-25	01/08/2024
6. 06/2024-25	27/08/2024
7. 07/2024-25	30/08/2024
8. 08/2024-25	03/09/2024
9. 09/2024-25	20/09/2024
10. 10/2024-25	08/10/2024
11. 11/2024-25	30/10/2024
12. 12/2024-25	16/11/2024
13. 13/2024-25	03/01/2025
14. 14/2024-25	30/01/2025
15. 15/2024-25	07/02/2025
16. 16/2024-25	25/02/2025
17. 17/2024-25	07/03/2025
18. 18/2024-25	27/03/2025

15) MEETINGS OF MEMBERS:

During the year under review, 13^th Annual General Meeting of the Company was held on 26^th September, 2024 and one Extra Ordinary General Meeting of the Company was held on 22^nd April, 2024.

16) COMMITTEES OF THE BOARD:

The Board Committees play a crucial role in the governance structure of the Company. The Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the committees. Each committee of the Board is guided by its charter, which defines the scope, powers and composition of the committee. All decisions and recommendations of the Committees are placed before the Board for their information or approval. The Board has established the following statutory committees:

(1) Audit Committee:

The Audit Committee acts as a link between the Management, Statutory Auditors, Internal Auditors and the Board of Directors of the Company and overseas the financial reporting process of the Company. The Committees purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of internal audit reports and action taken report.

The Audit committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include:

a) The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

b) Review and monitor the Auditors independence and performance, and effectiveness of audit process;

c) Examination of the Financial Statements and Auditors report thereon;

d) Approval of any subsequent modification of transactions of the Company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the Company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

During the F.Y. 2024-25, the Audit committee met six (6) times on 16/04/2024, 18/07/2024, 27/08/2024, 03/09/2024, 30/01/2025 and 27/03/2025 and the gap between two meetings did not exceed 120 days. The necessary quorum was present for all the meetings. The details of composition of the committee and their attendance are as under:

Name of the Member	Designation	Category	No. of meetings attended
Vijay Lalsingh Yadav	Chairman	Managing Director	6
Dinesh Ram Nath Yadav	Member	Independent Director	6
Chirag Jitendra Sheth	Member	Independent Director	6

After the closure of the year under review, the composition of the Audit committee was changed by the Board in its meeting dated 29^th May, 2025. The current composition of the Audit committee is as under:

Name of the Member	Designation	Category
Dinesh Ram Nath Yadav	Chairman	Independent Director
Vijay Lalsingh Yadav	Member	Managing Director
Chirag Jitendra Sheth	Member	Independent Director

(2) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include:

a) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration committee or by independent external agency and review its implementation and compliance.

b) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

c) The Nomination and Remuneration Committee shall, while formulating policy shall ensure that:

- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the Company successfully;

- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and

- Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

During the F.Y. 2024-25, the Nomination and Remuneration Committee met two (2) times on 03/09/2024 and 27/03/2025. The necessary quorum was present for all the meetings. The details of composition of the committee and their attendance are as under:

Name of the Member	Designation	Category	No. of meetings attended
Dinesh Ram Nath Yadav	Chairman	Independent Director	2
Chirag Jitendra Sheth	Member	Independent Director	2
Bharatlal Lalsingh Yadav	Member	Non-Executive Director	2

(3) Stakeholders Relationship Committee:

The broad terms of reference of Stakeholders Relationship Committee are as under:

a) Resolving the grievances of the security holders of the listed entity including the complaints related to transfer/transmission of shares, non-receipt of Annual report, non-receipt of dividends, issue of new/duplicate certificates, general meetings etc.

b) Review of measures taken for effective exercise of voting rights by shareholders.

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

d) Review of 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.

During the F.Y. 2024-25, the Stakeholders Relationship Committee met one (1) time on 27/03/2025. The necessary quorum was present for the meeting. The details of composition of the committee and their attendance are as under:

Name of the Member	Designation	Category	No. of meeting attended
Dinesh Ram Nath Yadav	Chairman	Independent Director	1
Chirag Jitendra Sheth	Member	Independent Director	1
Vijay Lalsingh Yadav	Member	Managing Director	1

(4) Corporate Social Responsibility Committee:

Your Company has constituted a Corporate Social Responsibility committee ("CSR Committee"). The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR activities. The broad terms of reference of Corporate Social Responsibility Committee are as under:

a) To formulate and recommend to the Board, a CSR policy, which shall indicate activities to be undertaken by the Company in areas or subjects, specified in Schedule VII of the Act;

b) To recommend the amount of expenditure to be incurred on the activities referred to in the CSR policy.

c) To monitor the CSR policy of the Company from time to time.

d) To formulate and recommend an annual action plan in pursuance of CSR Policy covering the following aspects:

- the list of CSR projects or programs that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;

- the manner of execution of such projects or programs as specified in rule 4(1) of CSR Rules;

- the modalities of utilisation of funds and implementation schedules for the projects or programs;

- monitoring and reporting mechanism for the projects or programs; and - details of need and impact assessment, if any, for the projects undertaken by the Company.

During the F.Y. 2024-25, the Corporate Social Responsibility Committee met two (2) times on 07/09/2024 and 27/03/2025. The necessary quorum was present for the meeting. The details of composition of the committee and their attendance are as under:

Name of the Member	Designation	Category	No. of meeting attended
Vijay Lalsingh Yadav	Chairman	Managing Director	2
Bharatlal Lalsingh Singh	Member	Director	2
Chirag Jitendra Sheth	Member	Independent Director	2

17) CORPORATE GOVERNANCE:

As per Regulation 15(2) of Listing Regulations, the Compliance with Corporate Governance provisions shall not apply in respect of the following class of Companies:

i. Listed entity having paid up Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

ii. Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls within the ambit of aforesaid exemption clause (b), hence compliance with the provision of Corporate Governance as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of Regulation 46(2) & Para C, D & E of Schedule V shall not apply to the Company and it does not form part of the Annual Report for the financial year 2024-25.

18) BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The performance of Chairperson of the Board was reviewed by the Independent Directors taking into consideration the views of the executive directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of such criteria such as Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided by the Guidance note on Board evaluation issued by the Securities and Exchange Board of India.

19) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prevention of Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ‘Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated employees have confirmed compliance with the code.

20) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of energy, Technology absorption, Foreign exchange earnings and outgo are given below:

a. Conservation of Technology:

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

ii). Steps taken by the Company for utilizing alternate source of energy: NA.

iii). The Capital investment on energy conservation equipment: NA.

b. Technology Absorption:

i). The efforts made towards technology absorption: N.A.

ii). The benefits derived like product improvement, cost reduction, product development or import substitution: N.A.

iii). In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

iv). The expenditure incurred on research & development during the year: Nil.

c. Foreign Exchange Earnings and Outgo:

The foreign exchange earnings and expenditure of your Company is Nil.

21) ANNUAL RETURN:

A copy of Annual return of the Company for the Financial Year 2024-25, as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Companys website. The web-link as required under the Act is www.hptil.com/investor-relations.php?tabId=nav-policies-tab.

22) INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has established proper and adequate system of internal control to ensure that all resources are put to optimum use and are well protected against all loss and all transactions are authorized, recorded and reported correctly and there is proper adherence to policies and guidelines, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures, processes in terms of efficiencies and effectiveness. The Companys internal control systems are also periodically tested and certified by the internal auditors. The Audit committee constituted by the Board constantly reviews the internal control systems.

23) VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behavior, actual or suspected incidents of fraud or violation of code of conduct.

Under this policy, your Company encourages the employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if the employees so desire). The Vigil mechanism/Whistle Blower policy may be accessed on the Companys website at www.hptil.com/investor-relations.php?tabId=nav-policies-tab.

24) POLICY ON APPOINTMENT & REMUNERATION OF DIRCTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, the Board has framed a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of directors.

The said policy is available on Companys website at www.hptil.com/investor-relations.php?tabId=nav-policies-tab.

25) REMUNERATION OF DIRECTORS

During the year under review, your Company has paid following remuneration to the directors as follows:

SN Name	Designation	Amount in lakhs
1. Vijay Lalsingh Yadav	Managing Director	60.00
2. Seemabahen Vijay Yadav	Whole-time director	48.00

Apart from above, there is no payment of remuneration or sitting to any other directors.

26) DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:

As on 31^st March, 2025, your Company does not have any Joint Ventures, Subsidiaries and Associate Companies.

27) PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY:

During the year under review, your Company has engaged in transactions which define as related party transactions as mentioned in form AOC-2. Accordingly, the disclosure of related party transaction/ contract/ arrangement as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014, is attached as Annexure - 1.

Policy of transactions with the Related Parties as approved by the Board is uploaded on the Companys website at www.hptil.com/investor-relations.php?tabId=nav-policies-tab.

28) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information containing the names and other particulars of ratio of Directors Remuneration to Median Employees Remuneration and other details in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure – 2.

29) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report provides a perspective of economic and social aspect material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of Listing Regulations, the Management Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company for the year ended 31^st March, 2025 is attached to this report as Annexure - 3.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. The Company has complied with the provisions relating to the constitution of Internal Complaints committee under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, your Company has not received any complaints and no complaints were pending as on 31^st March, 2025. Further, the Company ensures that there is a healthy and safe environment for every female employee at the workplace. The policy on Sexual Harassment at workplace is placed on the Companys website at www.hptil.com/investor-relations.php?tabId=nav-policies-tab.

The Internal Committee is in compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee / Complaints Committee currently consist of:

(a) Priyanka Bhoyar (Presiding Officer);

(b) Pritesh Sidhpuria (Member);

(c) Ritika Singh (Member); and

(d) Nitin Patel (Member).

31) STATUTORY AUDITORS AND REPORT:

M/s. Aslot and Associates, Chartered Accountants, Surat (Firm Registration No. 146025W) were appointed as Statutory Auditors of the Company for a period of five years, from the conclusion of 10^th Annual General Meeting till the conclusion of 15^th Annual General Meeting to be held in the year 2026.

However, after closure of the financial year, M/s. Aslot & Associates, Chartered Accountants, resigned from the post of Statutory Auditors w.e.f. 26^th June, 2025. Accordingly, in order to fill the casual vacancy, the Board, based on recommendation of Audit Committee, in their meeting held on 30^th June, 2025 recommended the appointment of M/s. R P R & Co., Chartered Accountants, Surat (Firm Registration No. 131964W) as the Statutory Auditors of the Company to hold office till the conclusion of this Annual General Meeting. The Board also recommends the appointment of M/s. R P R & Co., Chartered Accountants, as Statutory Auditors of the Company for a period of 5 years from the conclusion of 14^th Annual General Meeting till the conclusion of 19^th Annual General Meeting to be held in year 2030.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

Pursuant to Section 134(2)(ca) of the Companies Act, 2013 the Auditors have stated in their report that in terms of Section 143(12) of the Act, in the course of their duties, they have no reason to believe that any employee or officer of the Company, has or had committed any offence or fraud.

32) INTERNAL AUDITOR AND REPORT:

Ms. Esha Nikunj Panwala, Chartered Accountants, Surat (Membership No. 136772), Proprietor of M/s. Esha Panwala & Co., has been appointed as an Internal Auditor of the Company to conduct the Internal Audit for the Financial Year 2024-25 in the Board meeting held on 27^th August, 2024 and has conducted periodic audit of all operations of the Company. The Audit committee of the Board has reviewed the findings of Internal Auditors regularly.

However, the Board in their meeting held on 29^th May, 2025, has appointed Ms. Varsha Jayantilal Gohil, Chartered Accountants, Surat (Membership No. 623715), Proprietor of M/s. Varsha Gohil & Associates., as an Internal Auditor of the Company to conduct the Internal Audit for the Financial Year 2025-26.

33) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Bhaveshkumar Arjunkumar Rawal, Company Secretary in Practice, Surat, Proprietor of M/s. B Rawal & Co. (COP No. 10257) to undertake Secretarial Audit of the Company for the financial year 2024-25 in the Board meeting held on 27^th August, 2024. The Secretarial Audit Report for the F.Y. 2024-25 in the form no. MR-3 is attached to this report as Annexure - 4.

The Secretarial Auditors observation(s) in secretarial audit report and directors explanation thereto –

a) The NSE had opened Shareholding pattern to be filed post listing of securities under Regulation 31(1)(a) for rework due to mismatch in name of promoters from that of prospectus.

The Shareholding pattern was opened for rework as names of few members of promoter group were inadvertently missed. The Company later on revised the error and submitted the same.

b) Below mentioned forms were filed with ROC after due date with an additional fee.

S. N. Forms	Purpose of form	SRN	Due date of filing	Date filing of
1. PAS-6	Reconciliation of share capital audit report for 31.03.2024	AB0242417	30-05-2024	17-09-2024
2. MGT-14	To borrow money	AB2379215	29-09-2024	22-01-2025
3. MGT-14	To borrow money	AB3321115	06-04-2025	11-04-2025
4. CHG-1	Modification of charge by way of hypothecation agreement dated 13.03.2025	AB3815126	12-04-2025	07-05-2025

The delay in filing of above-mentioned forms were inadvertent and the Company undertakes to strengthen its system to ensure timely compliances in future.

34) REPORTING OF FRAUDS:

There is no instance of fraud during the year under review, which required the Statutory Auditors or Secretarial Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

35) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is committed to improve the lives of the society in which it operates. The Company believes in "looking beyond business" and strives to create a positive impact on the community it serves. We understand that there is a need to strike a balance between the overall objectives of achieving corporate excellence vis-?-vis the Companys responsibilities towards the community.

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors has constituted a Corporate Social Responsibility Committee and also framed a policy on Corporate Social Responsibility which is available on the website at www.hptil.com/investor-relations.php?tabId=nav-policies-tab. The report on CSR in terms of the provisions of Companies (Corporate Social Responsibilities Policy) Rules, 2014 is attached as Annexure - 5.

During the F.Y. 2024-25 your Company was required to spend an amount of Rs. 15,32,612.51/- for implementation of various CSR activities in terms of Section 135 of the Companies Act, 2013. In this regard, your Company has spent an amount of Rs. 18,00,000/- on CSR activities which is in excess of the minimum amount required to be spent by the Company.

36) MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF BOARD REPORT:

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 relate and the date of this report.

37) CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of the Company during the year under review.

38) INITIAL PUBLIC OFFER (IPO):

Pursuant to the completion of Initial Public Offer (IPO) of 31,69,200 Equity Shares of face value of Rs. 10/- each, issued at a price of Rs. 108/- per share (including premium of Rs. 98/- per equity share), the paid up Share Capital of the Company has increased from 87,45,510 Equity Shares to 1,19,14,710 Equity Shares of Rs. 10/- each w.e.f. 25^th February, 2025.

39) LISTING OF EQUITY SHARES:

Your Company has received Listing and Trading approval of NSE Limited vide its letter dated 27^th February, 2025 permitting Listing and Trading approval of 1,19,14,710 Equity Shares of the Company on NSE Emerge Platform w.e.f. 28^th February, 2025. The Company has paid applicable listing fees to the Stock Exchange.

40) USE OF PROCEEDS:

During the year, your Company raised funds of Rs. 3422.74 lakhs through Initial Public Offer. The Company has submitted the details of utilization of proceeds from IPO to the Stock Exchange as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 29^th May, 2025, there was no deviation or variation in the utilization of proceeds of the IPO from the objects stated in the Prospectus dated 7^th February, 2025 and the Company has fully utilized the IPO proceeds, the details are summarized below: (Amount in lakhs)

Sr. No. Particulars	Amount	Utilized Amount up to 31/03/2025
1. Working Capital Requirements	3000.00	3000.00
2. General Corporate Purpose	350.00	350.00
3. Issue Related Expenses	72.74	49.89
Total	3422.74	3399.89

41) RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

42) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the year under review, no significant or material orders were passed by the Regulators, Courts or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

43) CEO/ CFO CERTIFICATION:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR) relating to declaration by CEO/CFO is not applicable to the company.

44) CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to certificate of non-disqualification of directors is not applicable to the company as company has listed its specified securities on the NSE EMERGE Platform.

45) CREDIT RATING:

The company does not have any long term borrowings.

46) MAINTENANCE OF COST RECORDS AND AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provisions of cost audit does not apply to your Company.

47) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company is exempted from reporting on Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of Listing Regulations.

48) NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS:

As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017. As your Company is listed on NSE Emerge platform, it is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial Statements.

49) DISCLOSURE ON SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

50) HUMAN RESOURCES:

Your Company treats its "Human Resources" as one of its most important assets. The Companys culture promotes environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

During the year under review, there was a cordial relationship between all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards performance of the Company.

51) ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government Authorities, customers, vendors and Shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Surat and other cities.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all the executives, officers and staff, which enables the Company to deliver a good all-round record performance.

For and on behalf of Board of Directors	Sd/-
HP TELECOM INDIA LIMITED	Seemabahen Vijay Yadav
Sd/-	Whole Time Director
Vijay Lalsingh Yadav	DIN: 02008064
Managing Director
DIN: 01990164
Place: Surat
Date: 30/06/2025