CELL POINT INDIA : Draft Offer Document filed with SEBI)

Prospectus

Dated: June 07,2023

Fixed Price Issue

Please read section 26 and 32 of the Companies Act, 2013

(Please scan this QR Code to view the Prospectus)

CELL POINT (INDIA) LIMITED Corporate Identification Number: U52390AP2013PLC086912

Registered Office			Contact Person		Email and Telephone		Website
Door No 30-15-139/F/5,6 Ward No 27, Ram's		Mr. Chandra Sekhar		Email:[e-mail];
Arcade,	Opposite Visakha Medical Centre,				www.cellpoint.biz
	Raghavapudi		Tel No.: [phone]
Dabagardens, Visakhapatnam 530020
PROMOTERS OF OUR COMPANY: MR. MOHAN PRASAD PANDAY AND MR. BALA BALAJI PANDAY
			DETAILS OF ISSUE TO PUBLIC
Type		Fresh Issue Size			Total Issue Size		Eligibility
		50,34,000 Equity Shares	50,34,000 Equity Shares at	This Issue is being made in terms of Chapter IX of the
		SEBI (ICDR) Regulations, 2018 as amended. The Issue
		at the Issue Price of Rs.		the Issue Price of Rs.
Fresh Issue		is being made pursuant to Regulation 229 (2) of SEBI
100.00 each aggregating	100.00 each aggregating
		(ICDR) Regulations, as the Company's post issue paid
		Rs 5034.00 Lakhs			Rs 5034.00 Lakhs
				up capital is more than Rs. 10.00 Cr.

RISKS IN RELATION TO THE FIRST ISSUE

This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10/- each and the Issue Price of Rs. 100.00 is 10.0 times of the face value of the Equity Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager) as stated under "Basis for Issue Price" beginning on page no. 76 of this Prospectus should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISK

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to 'Risk Factors' on page 21.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.

LISTING

The Equity Shares offered through this Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange Limited ("Emerge Platform of NSE"). For the purpose of the Issue, the Designated Stock Exchange will be National Stock Exchange Limited ("NSE").

LEAD MANAGER TO THE ISSUE TO THE ISSUE I

REGISTRAR TO THE ISSUE

	Name of Contact Person:		Name of Contact Person:
Name of the Lead Manager to the	Mala Soneji/ Rushabh	Name of the Registrar to	Mr. Babu Rapheal C.
Issue	Shroff/ Shreya Jhawar	the Issue
				Tel No.: [phone]
FIRST OVERSEAS CAPITAL	Tel No.: [phone]	BIGSHARE SERVICES	E-mail:
LIMITED	Email:[e-mail]	PRIVATE LIMITED	[e-mail]
	ISSUE PROGRAMME
ISSUE OPENS ON:		Thursday, June 15, 2023
ISSUE CLOSES ON:		Tuesday, June 20, 2023

Prospectus

Dated: June 07, 2023

Fixed Price Issue

Please read section 26 and 32 of the Companies Act, 2013

CELL POINT (INDIA) LIMITED

Corporate Identification Number: U52390AP2013PLC086912

Our Company was originally incorporated as Cell Point (India) Private Limited on April 10, 2013 under the Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Andhra Pradesh. Subsequently, the name of the company was changed from "as Cell Point (India) Private Limited" to "Cell Point (India) Limited" under The Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM held on October 31, 2022 and had obtained fresh certificate of incorporation dated November 25, 2022 issued by the Registrar of Companies, Vijayawada. For details of the changes in our name and registered office, please refer to the chapter titled 'History and Certain Corporate Matters' beginning on page no. 124 of this Prospectus.

Registered Office: Door No 30-15-139/F/5,6 Ward No 27, Ram's Arcade, Opposite Visakha Medical Centre, Dabagardens, Visakhapatnam,, Andhra Pradesh 530020, India; Tel. No:

[phone] Email:[e-mail];Website: www.cellpoint.biz;Contact Person: Mr. Chandra Sekhar Raghavapudi, Company Secretary & Compliance Officer

PROMOTERS OF OUR COMPANY: MR. MOHAN PRASAD PANDAY AND MR. BALA BALAJI PANDAY

INITIAL PUBLIC ISSUE OF 50,34,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH ("EQUITY SHARES") OF CELL POINT (INDIA) LIMITED ("OUR COMPANY" OR "THE ISSUER COMPANY") FOR CASH AT A PRICE RS. 100.00/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. 90.00/- PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING TO RS. 5034.00 LAKHS ("THE ISSUE"), OUT OF WHICH 2,52,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR A CASH PRICE OF RS. 100.00/- PER EQUITY SHARE, AGGREGATING TO RS. 252.00 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER ("MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 47,82,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH AT AN ISSUE PRICE OF RS. 100.00/- PER EQUITY SHARE AGGREGATING TO RS. 4782.00 LAKHS (IS HEREINAFTER REFERRED TO AS THE "NET ISSUE"). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.93 %AND 25.56 %, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE NO. 234 OF THIS PROSPECTUS.

THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER IX OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (THE "SEBI (ICDR) REGULATIONS"), AS AMENDED. IN TERMS OF RULE 19(2)(b) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED, THIS IS AN ISSUE FOR AT LEAST 25% OF THE POST-ISSUEPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THIS ISSUE IS A FIXED PRICE ISSUE AND ALLOCATION IN THE NET ISSUE TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 253 OF THE SEBI (ICDR) REGULATIONS, AS AMENDED. FOR FURTHER DETAILS, SEE "ISSUE PROCEDURE" ON PAGE 243 OF THE PROSPECTUS.

All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process including through UPI mode (as applicable) by providing details of the irrespective bank accounts and / or UPI IDs, in case of RIIs, if applicable, which will be blocked by the Self Certified Syndicate Banks ("SCSBs") for the same. A copy will be delivered for registration to the Registrar of Companies as under Section 26 and Section 28 of the Companies Act, 2013.For details in this regards, specific attention is invited to "Issue Procedure" on page 243. A copy of the Prospectus will be delivered for registration to the Registrar of companies as required under Section 26 of the Companies Act, 2013.

THE FACE VALUE OF THE EQUITY SHARES IS RS. 10.00 EACH AND THE ISSUE PRICE OF RS. 100.00 IS 10.00 TIME OF THE FACE VALUE

RISKS IN RELATION TO THE FIRST ISSUE

This being the first issue of the Issuer, there has been no formal market for the securities of our Company. The face value of the Equity Shares of our Company is ₹10.00. The Issue Price should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company nor regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISK

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the statement of 'Risk Factors' given on page 21 under the section 'General Risks'.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.

LISTING

The Equity Shares offered through this Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange Limited ("Emerge Platform of NSE"). In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated May 17, 2023 from National Stock Exchange Limited V("NSE") for using its name in the offer document for listing of our shares on the Emerge Platform of NSE. For the purpose of the Issue, the Designated Stock Exchange will be National Stock Exchange Limited ("NSE"). A copy of Prospectus will be delivered for registration to the Registrar of Companies as required under Section 26 of Companies Act, 2013.

LEAD MANAGER TO THE ISSUE

REGISTAR TO THE ISSUE

FIRST OVERSEAS CAPITAL LIMITED		BIGSHARE SERVICES PRIVATE LIMITED
1-2 Bhupen Chambers, Dalal Street, Fountain,		S6-2, 6th Floor, Pinnacle Business Park, Mahakali Caves Road, Next to Ahura Centre,
Mumbai - 400 001, Maharashtra, India		Andheri East, Mumbai - 400 093, Maharashtra, India
Tel No.: [phone]		Tel. No.: [phone]
Email:[e-mail]		Email: [e-mail]
Investor Grievance Email: [e-mail]		Investor Grievance Email:[e-mail]
Website:www.focl.in		Website:www.bigshareonline.com
Contact Person: Rushabh Shroff/ Mala Soneji/ Shreya Jhawar		Contact Person: Babu Rapheal C.
SEBI Registration No: INM000003671		SEBI Registration No.: INR000001385
	ISSUE PROGRAMME
ISSUE OPENS ON: Thursday, June 15, 2023		ISSUE CLOSES ON: Tuesday, June 20, 2023

Table of Contents
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA	13
FORWARD LOOKING STATEMENT	15
SECTION II - SUMMARY OF THE ISSUE DOCUMENT	16
SECTION III - RISK FACTORS	21
SECTION IV - INTRODUCTION	40
THE ISSUE	40
SUMMARY OF FINANCIAL INFORMATION	41
SECTION V- GENERAL INFORMATION	45
SECTION VI- CAPITAL STRUCTURE	54
SECTION VII - PARTICULARS OF THE ISSUE	65
OBJECTS OF THE ISSUE	65
BASIS FOR ISSUE PRICE	76
STATEMENT OF TAX BENEFITS	82
SECTION VIII - ABOUT US	85
INDUSTRY OVERVIEW	85
BUSINESS OVERVIEW	102
KEY INDUSTRY REGULATIONS AND POLICIES	118
HISTORY AND CERTAIN CORPORATE MATTERS	124
OUR MANAGEMENT	127
OUR PROMOTER AND PROMOTER GROUP	140
OUR GROUP COMPANIES/ ENTITIES	145
RELATED PARTY TRANSACTIONS	146
DIVIDEND POLICY	147
SECTION IX - FINANCIAL STATEMENTS	148
RESTATED FINANCIAL STATEMENTS	148
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS	182
STATEMENT OF FINANCIAL INDEBTEDNESS	192
SECTION X- LEGAL AND OTHER INFORMATION	196
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS	196
GOVERNMENT AND OTHER APPROVALS	202
SECTION XI- OTHER REGULATORY AND STATUTORY DISCLOSURES	219
SECTION XII - ISSUE RELATED INFORMATION	234
TERMS OF THE ISSUE	234
ISSUE STRUCTURE	240
ISSUE PROCEDURE	243
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	271
SECTION - XIII	272
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION	272
SECTION XIV - OTHER INFORMATION	330
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	330
DECLARATION	332

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulations, rules, guidelines or policies shall be to such legislation, act, regulations, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.

The words and expressions used in this Prospectus, but not defined herein shall have the meaning ascribed to such terms under SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder.

Notwithstanding the foregoing, the terms not defined but used in the chapters titled 'Risk Factors', 'Statement of Tax Benefits', 'Industry Overview', 'Our Business', 'Key Regulations and Policies in India', 'Restated Financial Statements', 'Outstanding Litigation and Material Developments', "Issue Procedure", and "Main Provisions of Articles of Association" beginning on page nos. 21, 82, 85, 102, 118, 148, 196, 243, and 272 respectively, shall have the meanings ascribed to such terms in the respective sections.

1. CONVENTIONAL / GENERAL TERMS

CELL POINT (INDIA) LIMITED / CELL POINT / The Company/ Company/ We/ Us/ Our/ our Company/ the Issuer Company

Unless the context otherwise indicates or implies refers to Cell Point (India) Limited, a public limited company incorporated under the provisions of the Companies Act, 1956 with its registered office at Door No 30-15-139/F/5,6 Ward No 27, Ram's Arcade, Opposite Visakha Medical Centre, Dabagardens, Visakhapatnam, Andhra Pradesh 530020, India

	TERM		DESCRIPTION
AGM			Annual General Meeting
AS			Accounting Standards as issued by the Institute of Chartered
			Accountants of India
Articles / Articles of Association	Unless the context otherwise requires, refers to the Articles of
/AoA			Association of Cell Point (India) Limited, as amended from time to time.
Audit Committee		The committee of the Board of Directors constituted as the Company's
			Audit Committee in accordance with Section 177 of the Companies Act,
			2013 and SEBI (LODR) Regulations,2015
Auditors/	Statutory	Auditors/	The Statutory Auditors of our Company, being M/s Rao & Kumar,
Statutory Auditors of the Company	Chartered Accountants
Board of Directors / Board /	The Board of Directors of our Company, including all duly constituted
Director(s) / Our Board		Committee(s) thereof.
Chief Financial Officer		Chief Financial Officer of our Company in this case being, Mr. Govinda
			Ganisetti
Company Secretary & Compliance	Company Secretary & Compliance Officer of our Company is Mr.
Officer			Chandra Sekhar Raghavapudi
Director(s)			Director(s) of our Company unless otherwise specified
Equity Shares/ Shares		Equity Shares of our Company having a face value of Rs. 10/- each, fully
			paid-up, unless otherwise specified in the context thereof.
Equity Shareholders		Persons holding Equity shares of our Company unless otherwise
			specified in the context otherwise.
ESOP			Employee Stock Option
FV			Face Value of paid-up Equity Capital per Equity Share, in this case Rs.
			10/- each.
Group Companies		In terms of SEBI ICDR Regulations, the term "Group Companies"
			includes companies (other than our Promoter) with which there were
			related party transactions as disclosed in the Restated Financial
			1

		TERM			DESCRIPTION
					Statements as covered under the applicable accounting standards, and
					any other companies as considered material by our Board, such entities
					as are included in the Chapter in 'Our Promoter Group And Group'
					beginning on page 140 of this Prospectus.
Independent Director			A non-executive and independent director of our Company appointed as
					per Section 149(6) the Companies Act, 2013 and Regulation 16(1)(b) of
					the SEBI Listing Regulations. For details, please refer to the chapter
					titled "Our Management" beginning on page no. 127 of this Prospectus.
Key Managerial Personnel / KMP		The personnel are listed as Key Managerial Personnel our Company as
					per Section 2(51) of the Companies Act, 2013 and Regulation 2(bb) of
					the SEBI (ICDR), Regulation, 2018 and as identified in the chapter titled
					'Our Management' beginning on page 127 of this Prospectus.
Managing Director			Managing Director of our Company in this case being, Mr. Mohan
					Prasad Panday
Materiality Policy			The policy adopted by our Board on December 12, 2022 for
					identification of Group Companies, material outstanding litigation and
					outstanding dues to material creditors, in accordance with the disclosure
					requirements under the SEBI ICDR Regulations
MOA	/	Memorandum	/		Memorandum of Association of our Company, as amended from time to
Memorandum of Association			time.
Non- Resident			A person resident outside India, as defined under FEMA Regulations.
Nomination	and Remuneration		The nomination and remuneration committee of our Company,
Committee				constituted on December 12, 2022 in accordance with Section 178 of the
					Companies Act, 2013, the details of which are provided in "Our
					Management" on page no. 127 of this Prospectus.
NRIs/Non-Resident Indians			A person resident outside India, as defined under FEMA and who is a
					citizen of India or a Person of Indian Origin under Foreign Exchange
					Management (Transfer or Issue of Security by a Person Resident Outside
					India) Regulations,
				2000.
Peer Review Auditor			The Peer Review Auditors of our Company, being M/s Rao & Kumar,
					Chartered Accountants
Promoter/		Promoters of	our		Mr. Mohan Prasad Panday and Mr. Bala Balaji Panday
Company
Promoter Group			Unless the context otherwise requires, refers to such persons and entities
					constituting the Promoter Companies/ Promoter Group of our Company
					in terms of Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018
					and as disclosed in 'Our Promoter Group And Group' beginning on page
					140 of this Prospectus.
Registered Office			The Registered Office of our Company which is located at Door No 30-
					15-139/F/5,6 Ward No 27, Ram's Arcade, Opposite Visakha Medical
					Centre, Dabagardens, Visakhapatnam, Andhra Pradesh 530020, India
Registrar of Companies			29-7-33, First Floor, Vishnuvardhanarao Street, Suryaraopet,
					Vijayawada, Andhra Pradesh 520002, India
Restated Financial Statements			The financial information of the Company which comprises of the
					restated statement of assets and liabilities, Profit and Loss and Cash
					Flows as at nine months period ended December 31, 2022, March 31,
					2022, 2021 and 2020 and the related notes, schedules and annexures
					thereto included in this Prospectus, which have been prepared in
					accordance with Section 133 of the Companies Act, 2013, and restated
					in accordance with the SEBI ICDR Regulations.
SME Exchange			Unless the context otherwise requires, refer to the Emerge Platform of
					NSE
Stakeholders'	Relationship		The stakeholders' relationship committee of our Board as described in
Committee				"Our Management" beginning on page no. 127 of this Prospectus.
				2