Auditor Report of Cellecor Gadgets Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of CELLECOR GADGETS LIMITED (FORMERLY
KNOWN AS UNITEL INFO LIMITED & UNITEL INFO
PRIVATE LIMITED) ("the Company"), which comprise the
Balance Sheet as at 31/03/2025, the Statement of Profit
and Loss, the cash flow statement for the year then ended
and notes to the financial statements, and a summary of
the significant accounting policies and other explanatory
information.

AUDITOR''S OPINION

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by
the Companies Act, 2013 ("the Act") in the manner so
required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of
the state of affairs of the Company as at 31/03/2025, and
its financial performance and it''s cash flows for the year
ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under
those Standards are further described in the Auditor''s
Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our
audit of the financial statements under the provisions
of the Companies Act, 2013 and the Rules there under,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of
Ethics.

We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion on the financial statement.

Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the financial statements of the current period.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the
matters described below to be the key audit matters to
be communicated in our report.

Reporting of key audit matters as per SA 701, no key audit
matters are required to be reported in the current period
for the company.

INFORMATION OTHER THAN THE FINANCIAL
STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
the Company''s annual report, but does not include the
financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does
not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we required to report that fact. We have
nothing to report in this regard.

RESPONSIBILITY OF MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE (TCWG)

The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act,
2013 ("the Act") with respect to the preparation of

these financial statements that give a true and fair view
of the financial position, financial performance and cash
flows of the Company in accordance with the accounting
principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate
internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management
is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless management either
intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing
the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITY

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor''s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when
it exists.

Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,

they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud
or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on whether
the company has adequate internal financial controls
system in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management and
board of directors.

• Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report
to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion.

• Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report.
However, future events or conditions may cause the
Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the financial
statements of the current period and are therefore
the key audit matters. We describe these matters in
our auditor''s report unless law or regulation precludes
public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communications.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

AS REQUIRED BY THE COMPANIES (AUDITORS'' REPORT)
ORDER,2020 ISSUED BY THE CENTRAL GOVERNMENT
OF INDIA IN TERMS OF SUB SECTION (11) OF SECTION
143 OF THE COMPANIES ACT, 2013. WE GIVE IN THE
"ANNEXURE A" STATEMENTS ON THE MATTERS
SPECIFIED IN PARAGRAPHS 3 AND 4 OF THE ORDER, TO

THE EXTENT APPLICABLE.

As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss,
and the cash flow statement dealt with by this Report
are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements
comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received
from the directors as on 31/03/2025 taken on record
by the Board of Directors, none of the directors is
disqualified as 31/03/2025 from being appointed as
a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to
our separate Report in "Annexure B".

g. With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its financial
statements.

ii. The Company has made provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term
contracts including derivative contracts.

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company.

iv. (a) The management has represented that, to the
best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from
borrowed funds or share premium or any other
sources or kind of funds) by the company to or in
any other person(s) or entity(ies), including foreign
entities ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
company ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(b) The management has represented, that, to
the best of its knowledge and belief, no funds
have been received by the company from any
person(s) or entity(ies), including foreign entities
("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend
or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

(c) Based on such audit procedures that the auditor
has considered reasonable and appropriate in
the circumstances, nothing has come to their
notice that has caused them to believe that the
representations under sub-clause (a) and (b)
contain any material mis-statement.

v. The company has not declared or paid any dividend
during the year in contravention of the provisions
of section 123 of the Companies Act, 2013.

vi. Based on our examination, which included
test checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended March 31,2025 which has
a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software.

Further, during the course of our audit we did not
come across any instance of the audit trail feature
being tampered with. Additionally, the audit trail
has been preserved by the company as per the
statutory requirements for record retention.

vii. As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014, audit trail is applicable from April
1, 2023, hence, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory
requirements for record retention would be
relevant from the subsequent year i.e., financial
year 2024-25.

Date: 17.04.2025 FOR AMBANI AND

Place: DELHI ASSOCIATES LLP

(Chartered
Accountants)
Reg No. :0016923N

HITESH AMBANI
Designated Partner
M.No. : 506267

UDIN: 25506267BMJBJC4323

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Mar 31, 2024

We have audited the accompanying standalone annual financial results of CELLECOR GADGETS LIMITED (FORMERLY KNOWN AS UNITEL INFO PRIVATE LIMITED)., (hereinafter referred to as the "Company") for the year ended March 31'' 2024, attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 and Regulation 52 read with Regulation 63(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended (''Listing Regulations'').

In our Opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:

Are presented in accordance with the requirements of Regulations 33 and 52 read with Regulation 63(2) of the Listing Regulations in this regard: and

Gives a true and fair view in conformity with recognition and measurement principles laid down in applicable Accounting Standards prescribed under section 133 of Companies Act, 2013 (the "Act") read with Rule 7 of Companies (Accounts) Rules, 2014 and other accounting principles generally accepted in India, of the net profit and other financial information for the half year ended 31st March'' 2024 as well as the results for the year ended on 31st March''2024.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

MANAGEMENT''S AND BOARD OF DIRECTOR''S RESPONSIBILITY FOR THE STANDALONE ANNUAL FINANCIALS RESULTS

These Standalone annual financial results have been prepared on the basis of the standalone annual financial statements.

The Company''s Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit /loss and other financial information in accordance with the Accounting Standards prescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52 read with Regulation 63(2) of the Listing Regulations.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITY

Our objectives are to obtain reasonable assurance about whether the standalone annual financial results for the year ended March 31,2024 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and board of directors.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

OTHER MATTERS

The standalone annual financial result includes the results for the half year ended 31st March''2024 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures for the half year ended 30th September''2023 of the current financial year which are subject to limited review by us.

FOR AMBANI AND ASSOCIATES LLP (Chartered Accountants)

Reg No. :0016923N

HITESH AMBANI Designated Partner M.No. : 506267

UDIN:24506267BJZYAK3562

Date: 25.04.2024 Place: DELHI