Directors Report of Cellecor Gadgets Ltd.

Mar 31, 2025

It is with great pleasure that we are presenting to you the 5th Annual Report on the affairs of the Company together
with the Audited Accounts for the Financial year ended 31st March, 2025.This year has been a landmark period for
the company, marked by exceptional achievements across multiple fronts. We have successfully evolved from a
modest mobile and accessories brand into one of India''s fastest-growing names in the consumer electronics space,
offering a comprehensive portfolio of smart gadgets, electronics, appliances, audio devices, smartphones, laptops, and
accessories . Most notably, the company recorded an outstanding 100% year-on-year growth in revenue—our strongest
performance to date—reflecting the effectiveness of our strategic initiatives and operational execution. Additionally,
we have adopted a deliberate and value-accretive approach of selectively trading and distributing products from other
reputable brands, in addition to our flagship offerings. These accomplishments are a testament to the dedication of our
team, the loyalty of our customers, and the robustness of our long-term vision. This report provides an overview of our
key developments, financial performance, and the strategic direction that will guide us into the future.

The Board of Directors hereby submits the report of the business and operations of Cellecor Gadgets Limited along
with the Audited Financial Statements, for the financial year ended March 31, 2025 and the reports of the Auditors
thereon.

FINANCIAL YEAR 2024-25 AT GLANCE

The summary of the Financial results of the Company for Financial year under review have been summarized herein
below for the reference of the members:

Particulars	For the year ended	For the year ended
	March 31, 2025	March 31, 2024
Revenue from Operations	1,02,594.58	50,045.44
Other Income	3.25	7.05
Total Income	1,02,597.83	50,052.49
Less:
Total Expenses before Depreciation, Finance Cost and Tax	97,169.11	47,087.54
Profit before Depreciation, Finance Cost and Tax	5,428.72	2,964.95
Less: Depreciation	85.51	53.98
Less: Finance Cost	1,200.18	739.78
Profit Before Extraordinary & Exceptional Items and Tax	4,143.03	2,171.19
Less: Extraordinary & Exceptional Items	-	-
Profit before tax	4143.03	2,171.19
Less: Current Tax	1,071.17	568.26
Less: Earlier Years Tax	-	-
Less: Deferred tax Liability (Asset)	-18.18	-6.53
Profit after Tax	3,090.03	1,609.46

For the financial year ended March
31, 2025, the Company reported
total revenue of ^1,02,597.83 lakhs,
marking a strong year-on-year
growth of approximately 105%
compared to ^50,052.49 lakhs in the
previous year ended March 31,2024.
This significant increase was driven
by robust operational performance,
strategic business initiatives, and an
expanding market footprint.

The Profit After Tax (PAT) for the year
stood at ^3,090.03 lakhs, reflecting
a healthy growth of approximately
92% over the PAT of ^1,609.46
lakhs recorded in the previous
financial year. This improvement in
profitability underscores enhanced
operational efficiencies, improved
cost management, and a stronger
revenue base. The results reflect
the Company''s continued focus
on sustainable growth and value
creation for its stakeholders.

The Board of Directors remains firmly
committed to delivering enhanced
revenues and profitability for the
benefit of all stakeholders. To this
end, the Company is actively engaged
in the continuous development of
innovative products and customized
services tailored to meet the evolving
needs of its customers.

The above figures are extracted
from the Financial Statements
prepared in accordance with
generally accepted accounting
Principles in India. The applicable
mandatory Accounting Standards
as amended specified under section
133 of the Companies Act, 2013
read with Rule 7 of the Companies
(Accounts) Rules, 2014 of India have
been followed in preparation of

these financial statements and SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015
("SEBI Listing Regulations"), as
amended.

DIVIDEND

The Company is in the growth phase
and expanding organically as well as
inorganically. In order to save the
profit earned during the year for
future expansion of the Company,
your directors did not recommend
any dividend for the financial year
ended March 31,2025.

TRANSFER OF UNCLAIMED

DIVIDEND TO INVESTOR

EDUCATION AND PROTECTION

FUND

There was no amount outstanding to
be an Unclaimed Dividend to Investor
Education and Protection Fund
during the FY 2024-2025.

TRANSFER TO GENERAL RESERVE

During the year under review, the
Company has transferred ^3090.03
Lac to the General Reserves.

BRIEF DESCRIPTION OF THE STATE
OF THE COMPANY''S AFFAIRS

Cellecor is India''s fastest growing
homegrown consumer durables
and electronics brand committed to
empowering everyday life through
innovation, accessibility, and trust.
Founded over a decade ago, Cellecor
has evolved from a modest mobile
and accessories brand into one of
India''s fastest-growing names in the
consumer electronics space, offering
a comprehensive portfolio of smart

gadgets, electronics, appliances,
audio devices, smartphones, laptops,
and accessories.

Cellecor''s journey began as a
proprietary firm 13 years back and
was later acquired by the Company.
A significant milestone was achieved
on September 28, 2023, with its
listing on the NSE -Emerge (SME
Platform) through an Initial Public
Offering (IPO). This accomplishment
highlights the company''s steady
growth and strong market presence.
At its core, Cellecor is driven by the
vision of making quality technology
accessible to every Indian household.

Cellecor operates on a multi-channel
business model that blends a strong
offline distribution network with
high-performing e-commerce and
D2C channels, alongwith exclusive
Cellecor stores. This model allows the
company to maintain cost efficiency
while staying agile in product rollouts
and market responsiveness, ensuring
wide accessibility and brand visibility.

Complementing our core brand-led
strategy, the Company also engages
in selective trading and distribution
of other brands products, which
is though distinct from company''s
proprietary offerings, yet functions
as a strategic enabler - allowing
it to respond swiftly to evolving
consumer trends, capitalize on
regional pricing and demand
variations, and stay closely aligned
with market dynamics, and as such
far from being auxiliary, these
activities contribute meaningfully
to revenue diversification and
offer added agility in procurement,
inventory management, and channel
optimization.

This integrated, multi-dimensional
approach-anchored in operational
flexibility, strategic foresight, and
market responsiveness-positions
the Company to navigate industry
transitions effectively, seize emerging
opportunities, and deliver sustained
value creation in a dynamic and
competitive landscape. The company
leverages partnerships with leading
manufacturing players to ensure
quality, scalability, and alignment
with the ''Make in India'' initiative.

Powered by a team of 400
professionals and offering a catalog
of 600 SKUs, Cellecor is continuously
innovating to bring advanced
technology to Indian households.

Cellecor has been honored with
several prestigious awards, including
recognition for Excellence in
Consumer Durables & Electronics by
The Economic Times, Best Consumer
Durable & Electronics Brand of the
Year 2024 (Gold Category) by The
Business World, Fastest Growing
Consumer Electronics Brand
2024 by The Times Group. These
accolades underscore the company''s
commitment to innovation,
product excellence, and customer
satisfaction.

CHANGE IN NAME AND STATUS OF
THE COMPANY

The company is listed on the SME
exchange of NSE. During the year
under review there is no change in
the name and status of the company.

MATERIAL CHANGES AND

COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL

POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

The following Material Changes
and commitments affecting the
financial position of the Company,
have occurred between the end of
the financial year of the company to
which the financial statements relate
and the date of this Directors'' Report.

• Signing of strategic Non¬
disclosure Agreement (NDA)

Your company has signed a strategic
Non-Disclosure Agreement (NDA)
with Shenzhen H&T Intelligent
Control Co., Ltd and Shenzhen Jia Zha
Geye Technology Co., Ltd. to set up a
world-class manufacturing facility in
India.

• Promoters'' Strategic Stake
Sale, reinvestment of Entire
Proceeds in the Company

The Promoters completed Strategic
Stake Sale divesting 88.95 lakh
equity shares only through open
market transactions and raising
approximately ^35.35 crore with
declared reinvestment of entire
amount into the Company to
strengthen its financial position and
fuel its ambitious growth plans.

• Conversion of Warrants into
Equity Shares

After the closure of Financial Year,
On July 07, 2025, the company has
allotted 30,00,000 equity shares to

the category of the person belonging
to"Promoter Group" pursuant to
conversion of Warrants upon receipt
of the balance 75% of the issue price
from the respective allottee.

• Raising of funds by issuance
and allotment of Securities for
aggregate amount up to ^ 300
Crores:

The company has obtained approval
of shareholders by way of Postal
Ballot concluded on 09th August,
2025 for raising and allotment of
securities for aggregate amount upto
^ 300 Cr.

SUBSIDARIES

A. Cellecor Gadgets HK Limited was
incorporated as a wholly owned
subsidiary on May 10, 2024 in
Hongkong, the intent being is
to sourcing, trading, processing,
assembling, exporting and
otherwise dealing in mobile and
mobile accessories, electronic
goods, appliances and other
component.

B. In order to enhance our
commitment to corporate social
responsibility, your company has
acquired Cellecor Foundation
(a Section 8 Co.) on 18th
September, 2024. Consequent
upon the acquisition , the
Cellecor Foundation has become
subsidiary of your company.

Other Ventures/Associates

The Company neither has any
associate company, nor has it
entered into a joint venture with any
other company.

SHARE CAPITAL
Authorized Capital

The Authorized share Capital of the Company, as at
closure of financial year 2024-25, was K2,250.00 Lakhs
divided into 22,50,00,000 Equity Shares of K1.00 each.

Issued, Subscribed & Paid-up Capital

Issued, Subscribed & Paid-up share Capital of the
Company as at closure of financial year 2024-25, was
K2206.77 Lakhs divided into 2206.77 Equity Shares of K1
each.

Issued, Subscribed & Paid-up share Capital was increased
from K20,96,77,800/- divided into 2,09,67,780 equity
shares of INR.10/ each to K22,06,77,800 divided into
22,06,77,800 equity shares of K1/ each.

During the year under review there was Sub-division/split
of company''s 1 (one) Equity Share having face value of
K 10/- each into 10 (Ten) Equity shares of the company
having face value of K1/- each.

During the year under review, following changes took
places in paid-up capital of the Capital:

a. Buy Back of Securities:

Company has not bought back any of its securities during
the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during
the year under review.

c. Rights Issue:

Company has not issued any shares on Right Issue basis.

d. Bonus Issue:

Company has not issued any shares on Bonus Issue basis.

e. Preferential Issue:

During the year under review the company allotted
80,00,000 Equity Shares divided into 80,00,000 equity
shares of K 1 /- each to Non-Promoters, Public Category on
Preferential Issue basis and 30,00,000 (Thirty Lakhs) Fully
Convertible Warrants to Promoter Group on Preferential
Basis.

The entire Paid-up Equity shares of the Company is listed
at Emerge Platform of National Stock Exchange of India
Limited.

As on the date of report, the 30,00,000 warrants are
converted into 30,00,000 equity shares of K1/- each. The
Listing application for Listing of same is pending with
Emerge Platform of National Stock Exchange of India.

I. BOARD MEETING

Regular meetings of the Board are held, inter-alia, to
review and discuss the various businesses that require
the approval of the Board. Additional Board meetings are
convened, as and when required, to discuss and decide on
various business policies, strategies and other businesses.
The Board meetings are generally held at registered office
of the Company.

During the year under review, Board of Directors of the
Company met 9 (Nine) times, viz

Dates	Total Number of Directors entitled to attend meeting	Number of members Attended
25.04.2024	5	5
10.05.2024	5	5
26.06.2024	5	5
31.08.2024	5	5
07.09.2024	5	5
16.10.2024	5	5
29.10.2024	5	5
27.11.2024	5	5
18.01.2025	5	5

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section
173 of the Companies Act, 2013.

During the year under review, the following General Meeting were held:

S.No.	Type of Meeting	Date of	Total Number of	Attendance
		Meeting	members entitled to date attend meeting	Number of members Attended	% of attendance
1	Annual General Meeting	28.09.2024	2235	26	1.1%

Apart from the General Meetings mentioned above, the company has conducted 2 (Two) Postal Ballots during the year

under review on 29th July, 2024, 07th October, 2024.

MEETING OF THE INDEPENDENT DIRECTORS

During FY 2024-25, 1 (one) meeting of Independent Directors was held without the presence of the Executive Directors

or Management Personnel on March 28, 2025. At such meeting, the Independent Directors had:

1. reviewed the performance of non-independent directors and the board of directors as a whole,

2. reviewed the performance of the chairperson of the listed entity, taking into account the views of executive
directors and non-executive directors

3. assessed the quality, quantity and timeliness of flow of information between the management of the listed entity
and the board of directors that is necessary for the board of directors to effectively and reasonably perform their
duties and discussed, among other matters, the challenges faced by the Company, growth strategies, flow of
information to the Board, strategy, leadership strengths, compliance, governance, HR related matters.

S.No.	Date of Independent	Total Number of	Attendance
	Directors Meeting	Members associated as on the date of meeting	Number of members Attended	% of attendance
1	28.03.2025	2	2	100%

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive
Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company
had registered themselves in the Independent Directors'' Data Bank.

A separate meeting of Independent Directors was held on March 28, 2025 to review the performance of Non¬
Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of
quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated
on the website of the Company at www.cellecor.com.

DECLARATION BY INDEPENDENT
DIRECTOR

The Company has received
necessary declaration from each
independent director under Section
149(7) of the Companies Act, 2013
that they meet the criteria of
independence laid down in Section
149(6) of the Companies Act, 2013
and the rules made thereunder and
Listing Regulations.

All the Independent Directors of
the Company have registered
themselves with the Indian Institute
of Corporate Affairs ("MCA"). Further,
as per the declarations received,
all the Independent Directors of
Company have either passed or were
exempted to clear online proficiency
test as per the first proviso to Rule
6(4) of the MCA Notification dated
October 22, 2019 and December
18, 2020. Accordingly, the Company
has taken on record, the Statement
of Declaration of Independence, as
submitted by all the Independent
Directors.

In the opinion of the Board of
Directors, all Independent Directors
of the Company fulfils the conditions
specified in the Act and Rules made
thereunder.

FAMILIARISATION PROGRAMMES

The Company familiarises its
Independent Directors on their
appointment as such on the Board
with the Company, their roles, rights,
responsibilities in the Company,
nature of the industry in which the
Company operates, etc. through
familiarisation programme. The

Company also conducts orientation
programme upon induction of new
Directors, as well as other initiatives
to update the Directors on a
continuing basis. The familiarisation
programme for Independent
Directors is disclosed on the
Company''s website www.cellecor.
com.

PARTICULARS OF DIRECTORS AND
KEY MANAGERIAL PERSONNEL

The Board received a declaration
from all the Directors under Section
164 and other applicable provisions,
if any, of the Companies Act, 2013
that none of the Directors of the
Company is disqualified under
the provisions of the Companies
Act, 2013 ("Act") or under the SEBI
(Listing Obligation and Disclosure
Requirements) Regulations 2015.

The Board of Directors of the
Company, at present, comprises of 5
Directors, who have wide and varied
experience in different disciplines of
corporate functioning. The present
composition of the Board consists of
One Managing Director, One Whole
time director, One Non- Executive
Directors, one among them is a
women director, and Two Non¬
Executive Independent Directors.

During the year under review, no
change took place in the constitution
of the Board of Directors.

RETIREMENT BY ROTATION AS PER
SECTION 152 OF THE COMPANIES
ACT, 2013

In accordance with the provisions
of the Articles of Association and

Section 152 of the Companies Act,
2013, Mr. Ravi Agarwal, Managing
Director of the Company retires
by rotation at the ensuing Annual
General Meeting. He, being
eligible, has offered himself for re¬
appointment as such and seeks re¬
appointment. The Board of Directors
recommends his appointment on
the Board.

KEY MANAGERIAL PERSONNEL

As on date of this report, the
Company has Mr. Ravi Agarwal as
Managing Director of the Company,
Mr. Nikhil Aggarwal as Whole-Time
Director of the Company, Ms. Bindu
Gupta as Chief Financial Officer
of the Company and *Ms. Pooja
Tyagi as Company Secretary and
Compliance Officer who are acting
as Key Managerial Personnel in
accordance with Section 203 of the
Companies Act, 2013.

* On November 11, 2024, Mr.
Patterson Thomas resigned as a
Company Secretary and Compliance
Officer. Ms. Pooja was appointed as
Company Secretary cum Compliance
Officer of the company with effect
from 18th January, 2025.

COMMITTEES OF BOARD

In accordance with the requirement
specified in regulations 17 to 27 and
clauses (b) to (i) of sub regulation (2)
of regulation 46 and para C, D and
E of Schedule V is not applicable to
the Company, although we require
to comply with requirement of the
Companies Act, 2013 wherever
applicable.

Company has complied with the corporate governance requirement, particularly in relation to appointment of
independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders
Relationship Committee,Nomination and Remuneration Committee and Corporate Social Responsibility Committee.
Board of the Company functions either on its own or through committees constituted thereof, to oversee specific
operational areas.

During the year under review, Company has constituted the Finance Committee, a non-statutory Committee vide Board
Resolution dated 18th January, 2025.

1. Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act,
2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the management''s
financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity,
and quality of Financial Reporting

During the Financial Year under review, 7 (Seven) meetings of the members of the Audit Committee were held. The
dates on which the said meetings were held on April 25,2024, May 10, 2024, June 26, 2024, August 31,2024, September
07, 2024, October 16, 2024, and November 21,2024:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25 Held Eligible to Attended attend
Swati Gupta	Independent Director	Chairperson	7	7 7
Vineeta Gautam	Independent Director	Member	7	7 7
Gunjan Aggarwal	Non-Executive Director	Member	7	77

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
Company Secretary and Compliance Officer of the Company acted as the secretary of the Committee.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in pursuance with the provision of
Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment
of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management
Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.

During the Financial Year under review 2 (Two) meetings of the members of the Nomination and Remuneration
Committee were held. The dates on which the said meetings were held on August 31,2024, January 18, 2025:

Name of Members	Category	Designation in Committee	Number fine Held	of meetings incial year 20: Eligible to attend	taring the 24-25 Attended
Swati Gupta	Independent Director	Chairperson	2	2	2
Vineeta Gautam	Independent Director	Member	2	2	2
Gunjan Aggarwal	Non-Executive Director	Member	2	2	2

Company Secretary and Compliance Officer of the Company acted as the secretary of the Committee.

3. Stakeholder''s Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies
Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices/annual reports, etc.

In the financial year under review, a single meeting of the Stakeholders Relationship Committee was conducted on
March 28, 2025 with the following members: :

Name of Members	Category	Designation in Committee	Number fina Held	of meetings ncial year 20 Eligible to attend	taring the 24-25 Attended
Swati Gupta	Independent Director	Chairperson	1	1	1
Gunjan Aggarwal	Non-Executive Director	Member	1	1	1
Nikhil Aggarwal	Whole-Time Director	Member	1	1	1

4. Corporate Social Responsibility Committee

In the financial year under review, a single meeting of the Corporate Social Responsibility Committee was conducted on
January 18, 2025 with the following members:

Name of Members	Category	Designation in Committee	Number fina Held	of meetings ncial year 20 Eligible to attend	taring the 24-25 Attended
Swati Gupta	Independent Director	Chairperson	1	1	1
Gunjan Aggarwal	Non-Executive Director	Member	1	1	1
Nikhil Aggarwal	Whole-Time Director	Member	1	1	1

During the Financial Year under review 2 (Two) meetings of the members of the Finance Committee were held. The
dates on which the said meetings were held are lanuary 20 2025 and March 04 2025

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25 Held Eligible to Attended attend
Ravi Agarwal	Managing Director	Chairperson	2 2 2
Bindu Gupta	Chief Financial Officer	Member	2 2 2
Chirag Gupta	Internal Auditor	Member	2 2 2

POLICY ON DIRECTORS''
APPOINTMENT AND
REMUNERATION

The company has in place policy for
the selection and appointment of
Directors and Senior Management
Personnel and their remuneration.

The Company''s policy relating to the
Directors appointment, payment of
remuneration and discharge of their
duties is available on the website
of the Company at https://cellecor.
com/pages/policies.

BOARD EVALUATION

Pursuant to the provisions of the
Companies Act, 2013 and the
corporate governance requirements
as prescribed by Securities and
Exchange Board of India (Listing
Obligations and Disclosure
Requirements) Regulations 2015
("SEBI Listing Regulations"). peer
evaluation of all Board members,
annual performance evaluation of
its own performance, as well as the
evaluation of the working of Board''s
Committees was undertaken.

The following evaluation process
were followed:

a. Evaluation Criteria

This evaluation is led by the
Chairman of the Nomination and
Remuneration Committee with a
specific focus on the performance
and effective functioning of the Board
and its Committees. The evaluation
process, inter alia, considers
attendance of Directors at Board and
committee meetings, acquaintance
with business, communication inter
se board members, the time spent
by each of the Board members,
core competencies, personal
characteristics, accomplishment
of specific responsibilities and
expertise.

b. Performance Evaluation of the
individual directors including
Independent Directors

The Chairman of the Nomination
and Remuneration Committee
conducted the evaluation process,
inter alia, based on attendance of
Directors at Board and committee
meetings, acquaintance with
business, communication inter se
board members, the time spent
by each of the Board members,
core competencies, personal

characteristics, accomplishment
of specific responsibilities and
expertise.

The report on the performance
evaluation of the Individual Directors
was reviewed by the Board and
feedback was given to the Directors.
The performance of each directors
were satisfactory.

c. Board of Directors

The performance of the Board was
evaluated by the Board after seeking
inputs from all the Directors on
the basis of the criteria such as the
Board composition and structure,
effectiveness of Board processes,
information and functioning etc.

d. Performance Evaluation of the
Committee

The performance of the Committees
was evaluated by the Board after
seeking inputs from the Committee
Members on the basis of the
criteria such as the composition
of Committees, effectiveness of
committee meetings, etc.

Board of the Company was satisfied
with the functioning of the Board and
its Committees. The Committees are
functioning well and besides covering
the Committees'' terms of reference,
as mandated by law, important issues
are brought up and discussed in the
Committee meetings. The Board was
also satisfied with the contribution
of Directors, in their individual
capacities.

DIRECTORS'' RESPONSIBILITY

STATEMENT

Pursuant to section 134(5) of the
Companies Act, 2013, the board
of directors, to the best of their
knowledge and ability, confirm that:

a. In preparation of annual
accounts for the year ended
March 31, 2025, the applicable
accounting standards have been
followed and that no material
departures have been made
from the same;

b. The Directors had selected such
accounting policies and applied
them consistently and made
judgments and estimates that
are reasonable and prudent so as
to give a true and fair view of the
state of affairs of the Company
at the end of the financial year
and of the profit or loss of the
Company for that year;

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 for the year
ended March 31, 2025 on going
concern basis.

e. The Directors had laid down
the 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

STATUTORY AUDITORS

Pursuant to the provisions of
section 139 of the Act, M/s. Ambani
& Associates LLP, Chartered
Accountants (FRN: 0016923N) were
appointed as the Statutory Auditors of
the Company, for a term of five years,
to hold office from the conclusion
of the 3rd AGM held on September
22, 2023 till the conclusion of the
8th AGM. The Financial Statements
and the Auditor''s Report for the
financial year ended on March 31,
2025 are free from any qualification,
reservation, observation and adverse
remark; further the notes on accounts
are self-explanatory. The Auditors''
Report is enclosed with the Financial
Statements in this Annual Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section
204 of the Companies Act, 2013
and Rules made thereunder, the
Company had appointed Ms. Divya
Rani, (M. No. 64841, COP No. 26426),

Practicing Company Secretary as to
carry out the Secretarial Audit of the
Company for the FY 2024-25. The
Secretarial Audit Report for FY 2024¬
25 is annexed herewith marked as
"Annexure I" to this Report.

The Secretarial Audit Report does not
contain any qualification, reservation
or adverse remark, and, therefore,
does not call for any further
comments.

INTERNAL AUDITORS AND REPORT

Pursuant to the provisions of Section
138 of Companies Act, 2013 read
with the Companies (Accounts) Rules,
2014, the Company has appointed Mr.
Chirag Gupta, Chartered Accountant,
having membership no. A573523, as
Internal Auditor for the FY 2024-25.

ANNUAL RETURN

Pursuant to Section 92(3) read with
Section 134(3) (a) of the Companies
Act, 2013, read with Rule 12 of
the Companies (Management and
Administration) Rules, 2014, the
Annual Return for the year ending
on March 31, 2025 is available on
the Company''s website and can be
accessed at https://cellecor.com/
pages/annual-return.

RISK MANAGEMENT

The Company is not required to form
a Risk Management Committee.
However, the Company has
developed and implemented a risk
management policy for identifying
the risk associated with business of
the Company and measures to be
taken by including identification of
elements of risk and measures to

be taken by including identification
of elements of risk and measures to
control them.

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The particulars of loans given,
investment made or guarantee given
or security provided and the purpose
for which the loan or guarantee or
security is proposed to be utilized
as per the provisions of Section
186 of the Companies Act, 2013 are
disclosed in the notes to account to
the financial statements for the FY
2024-25.

DISCLOSURE ON RELATED PARTY''S
TRANSACTIONS

All Related Party transactions that
were entered into during the FY
2024 2025 were on arm''s length
basis and in the ordinary course of
business. There are no materially
significant related party transactions
made by the Company with related
parties which may have a potential
conflict of interest with the company.

All the related parties transaction are
in compliance with the Accounting
Standards issued by ICAI and further
details are mentioned in the notes of
the Financial Statements.

All Related party transactions were
placed before the Audit Committee
for approval as per the Related Party
Transactions Policy of the Company
as approved by the Board. The policy
is also uploaded on the website of the
Company & can be accessed through
the link https://cellecor.com/pages/

policies.

Since, all the related party
transactions that were entered
into during the financial year 2024¬
2025 were on an arm''s length basis
and were in the ordinary course of
business and there was no material
related party transaction entered
by the Company during the year
as per Related Party Transactions
Policy. Particulars of contracts or
arrangements with related parties
referred to in sub-section (1) of
section 188 in the prescribed form
(Form AOC-2) are attached as
"Annexure-II".

The details of the transaction with
related parties are also provided in
the notes to accompanying financial
statements.

CORPORATE GOVERNANCE

Your company being responsible
corporate citizen provides utmost
importance to best Corporate
Governance practices and always
works in the best interest of its
stakeholders. Your Company has
incorporated the appropriate
standards for corporate governance,
pursuant to the SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015

As per regulation 15(2) of the Listing
Regulation, the Compliance with the
Corporate Governance provisions
shall not apply in respect of the
following class of the Companies:
a. Listed entity having paid
up equity share capital not
exceeding ^10 Crore and Net
Worth not exceeding ^25
Crore, as on the last day of the

previous financial year.
b. Listed entity which has listed
its specified securities on the
SME Exchange.

Since, our Company falls within the
ambit of aforesaid exemption (b);
hence compliance with the provision
of Corporate Governance shall not
apply to the Company and it does not
form the part of the Annual Report
for the financial year 2024-2025.

NON-APPLICABILITY OF THE
INDIAN ACCOUNTING STANDARDS

As per Provision to regulation
Rule 4(1) of the companies (Indian
Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R
111 (E) on 16th February, 2015,
Companies whose shares are listed
on SME exchange as referred to in
Chapter XB of SEBI (Issue of Capital
and Disclosure Requirements)
Regulations,2009, are exempted
from the compulsory requirements
of adoption of IND-AS w.e.f. April 01,
2017.

As your Company is also listed on
Emerge Platform of NSE Limited,
is covered under the exempted
category and is not required to
comply with IND-AS for preparation
of financial statements beginning
with period on or after April 01,2017.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS
AND OUTGO

The details of conservation of
energy, technology absorption,
foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of
the Companies Act, 2013 read with

with Rule 8 of the Companies
(Accounts) Rules, 2014 is annexed
herewith as "Annexure-IN" and the
same forms part of this report.

RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the
Act, the Company has in place a Risk
Management Policy which provides
for the identification therein of
elements of risk , which in the opinion
of the Board may threaten the
existence of the Company. The Policy
further contains the risk assessment
and minimization procedures.

The risk management plan is
reviewed by the Board from time to
time and suitable changes are done
as may be necessitated.

CHANGE IN THE NATURE BUSINESS

There has been no change in the
nature of business of the Company in
the Financial Year under review.

DISCLOSURE UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31
OF 2016)

During the year under review, neither
any application was made nor is any
proceeding pending against the
Company under the Insolvency and
Bankruptcy Code, 2016.

CORPORATE SOCIAL
RESPONSIBILITY

Your Company''s CSR initiatives
align with the core purpose afore
stated by prioritizing in areas of
skilling, education, and environment
sustainability.

The Annual Report on CSR activities
pursuant to the provisions of section
134 and 135 of the Act read with rule
8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and
rule 9 of the Companies (Accounts)
Rules, 2014 is annexed to this
Directors'' Report as ''Annexure IV''.

The Chief Financial Officer of the
Company has certified that the funds
disbursed have been utilized for the
purpose and in a manner approved
by the Board for FY2025

The CSR policy is hosted on

the Company''s website at

https://cdn.shopify.com/sZ

files/1/0755/1575/6864/files/17._

Corporate_Social_Responsibility_

CSR_Policy.pdf?v=1719215615

WHISTLE BLOWER POLICY/ VIGIL
MECHANISM

To meets the requirement under
Section 177(9) and (10) of the
Companies Act, 2013 and Regulation
22 of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation,
2015, the Company has adopted
a Vigil Mechanism/ Whistle Blower
Policy with a view to provide a
vigilance mechanism for the directors
and employees of the Company to
raise concern of any violations of
legal or regulatory requirements,
incorrectness or misinterpretation of
any financial statements and reports
etc. The purpose of this Policy is to
encourage the Company''s directors
and employees who have concerns
about suspected misconduct, to
come forward and express these
concerns without fear of punishment
or unfair treatment.

Likewise, under this policy, we have
prohibited discrimination, retaliation
or harassment of any kind against
any employee who, based on the
employee''s reasonable belief that
such conduct or practice have
occurred or are occurring, reports
that information or participates in
the said investigation. The Whistle
Blower Policy is displayed on the
Company''s website at https://
cellecor.com/pages/policies.

No individual in the Company has
been denied access to the Audit
Committee or its Chairman during
the FY 2024-25

There were no instances of reporting
under the Whistle Blower. The
Whistle Blower Policy of the Company
is available on the website of the
Company at www.cellecor.com.

MAINTENANCE OF COST RECORD

The maintenance of Cost Records as
specified by the Central Government
under Section 148(1) of the
Companies Act, 2013 is not applicable
to the Company as the company does
not fall under any of the category
prescribed under Section 148(1) of
Companies Act, 2013. Hence, the
maintenance of the cost records as
specified by the Central Government
under Section 148(1) of the Act is
not required and accordingly, such
accounts and records are not made
and maintained. The Company has
not appointed any Cost Auditor
during the year.

The Company has adopted a Code
of Conduct for Prevention of Insider
Trading with a view to regulate
trading in securities by the Directors
and designated employees of the
Company.

The Code requires pre- clearance
for dealing in the Company''s shares
and prohibits the purchase or sale
of Company shares by the Directors
and the 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. The
Code is displayed on the Company''s
website at https://cellecor.com/
pages/policies.

PROCEEDINGS INITIATED/PENDING
AGAINST YOUR COMPANY
UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There are no proceedings initiated/
pending against your Company
under the Insolvency and Bankruptcy
Code, 2016 which materially impact
the Business of the Company.

DETAILS OF REPORTING OF FRAUD
BY AUDITOR

There are no instances of Fraud/
Suspected Fraud committed against
the Company by the Officers or
employees of the Company has
been detected by the Auditor as
required under Section 143(12) of
the Companies Act, 2013 read with
Rule 13 of the Companies (Audit and

INTERNAL CONTROL SYSTEM AND
THEIR ADEQUACY

According to Section 134(5) (e) of
the Companies Act, 2013 the term
"Internal Financial Control (I FC)"
means the policies and procedures
adopted by the Company for ensuring
the orderly and efficient conduct of
its business, The Company believes
that internal control is a necessary
prerequisite of Governance and that
freedom should be exercised within
a framework of checks and balances.
The Company has a well-established
internal control framework, which
is designed to continuously assess
the adequacy, effectiveness and
efficiency of financial and operational
controls. The financial control
framework includes internal controls,
delegation of authority procedures,
segregation of duties, system access
controls and document filing and
storage procedures.

The management is committed to
ensure an effective internal control
environment, commensurate with
the size, scale and complexity of
the business, which provides an
assurance on compliance with
internal policies, applicable laws,
regulations and protection of
resources and assets. The control
system ensures that the Company''s
assets are safeguarded and
protected and also takes care to see
that revenue leakages and losses
to the Company are prevented and
our income streams are protected.
The control system enables reliable
financial reporting. The Audit
Committee reviews adherence to

internal control systems and internal
audit reports.

They have been designed to
provide reasonable assurance with
regard to recording and providing
reliable financial and operational
information, complying with
applicable statutes, safeguarding
assets from unauthorized use,
executing transactions with
proper authorization and ensure
compliance of corporate policies.
It has continued its efforts to align
all its processes and controls with
global best practices.

PUBLIC DEPOSIT

The Company has not accepted any
deposits from Shareholders and
Public falling within the ambit of
Section 73 of the Companies Act,
2013 and rules made there under.
Hence, the directives issued by the
Reserve Bank of India & the Provision
of Section 73 to 76 of the Company
Act, 2013 or any other relevant
provisions of the Act and the Rules
there under are not applicable.

There were no unclaimed or unpaid
deposits as on 31st March, 2025.

LISTING AND DEPOSITORY FEES

Your Company has paid Annual
Listing fees for the financial year 2025¬
2026 to National Stock Exchange of
India Limited (NSE) according to the
prescribed norms and regulations.
Company has also paid Annual
Custody fee to National Securities
Depository Limited and Issuer fee to
Central Depository Services (India)
Limited for the financial year 25-26.

Commitment to ethical professional
conduct is a must for every
employee, including Board Members
and Senior Management Personnel
of the Company. The Code is
intended to serve as a basis for
ethical decision-making in conduct
of professional work. The Code of
Conduct enjoins that each individual
in the organization must know and
respect existing laws, accept and
provide appropriate professional
views, and be upright in his conduct
and observe corporate discipline.
The duties of Directors including
duties as an Independent Director
as laid down in the Companies Act,
2013 also form part of the Code of
Conduct. All Board Members and
Senior Management Personnel affirm
compliance with the Code of Conduct
annually as "Annexure - V".

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management''s Discussion and
Analysis Report for the year under
review, as stipulated under regulation
34 (3) and Part B of schedule V of
the SEBI (Listing Obligation and
Disclosure Requirement) Regulation,
2015 is annexed to this Annual
Report as "Annexure - VI".

DISCLOSURE ON SECRETARIAL
STANDARDS

During the period under review,
applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to ''Meetings of
the Board of Directors'' and ''General
Meetings'', respectively, issued by The
Institute of Company Secretaries of

India have been duly followed by the
Company and have devised proper
systems to ensure compliance with
the provisions of all applicable
Secretarial Standards and that such
systems are adequate and operating
effectively.

PARTICULAR OF EMPLOYEES

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

The statement containing names
of top ten employees in terms
of remuneration drawn and
the particulars of employees as
required under Section 197(12) of
the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 201 4, is provided
in a separate annexure forming part
of this report. Further, the report and
the accounts are being sent to the
Members excluding the aforesaid
annexure. In terms of Section 136 of
the Act, the said annexure is opened
for inspection in electronic form.
Any Member interested in obtaining
a copy of the same may write to the
Company Secretary.

DETAILS OF FRAUD REPORTED BY
THE AUDITORS

During the year under review, the
Statutory Auditors and Internal
Auditor have not reported any
instances of fraud committed in the
Company by its officers or employees.

DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION

There was no one time settlement
by the Company with the Banks or
Financial Institutions during the year
under review, thus, the details of
difference between amount of the
valuation done at the time of one¬
time settlement and the valuation
done while taking loan from the
Banks or Financial Institutions along
with the reasons thereof are not
applicable.

POLICY AGAINST SEXUAL
HARASSMENT

Your Company has always believed
in providing safe and harassment
free workplace for every individual
working in its premises through
various interventions and practices.
The Company ensures that the
work environment at all its locations
is conducive to fair, safe and
harmonious relations between
employees. It strongly believes
in upholding the dignity of all its
employees, irrespective of their
gender or seniority. Discrimination
and harassment of any type are
strictly prohibited.

The Company has adopted a policy
for Prevention, Prohibition and
Redressal of Sexual Harassment of
Women at Workplace in line with
the requirements of the Sexual
Harassment of Women at the
Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH Act).
The Company has complied with the
provisions relating to constitution of
internal complaints committee (ICC)
under the POSH Act.

All women employees are covered
under this policy. ICC has been set
up to redress complaints received
regarding sexual harassment. An
Internal Compliant Committee (ICC)
is in place as per the requirements
of the said Act to redress
complaints received regarding
sexual harassment. All employees
(permanent, contractual, temporary,
trainees) are covered under this
policy. No case has been reported
during the year under review

The details of the complaints received
during the year under review were as
follows:

No. of Complaints Pending at the
Beginning of the Year 0
No. of Complaints Received and
Resolved during the year 0

No. of Complaints Pending at the
End of the Year 0

MANAGING DIRECTOR AND CFO
CERTIFICATE

The Chairman and Managing Director
and the Chief Financial Officer
also give quarterly certification on
financial results while placing the
financial results before the Board
in terms of Regulation 33(2) of
Securities Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The annual certificate given by the
Chairman and Managing Director
and the Chief Financial Officer is
placed before the board of directors
as "Annexure - VIII".

WEBSITE OF THE COMPANY

Your Company maintains a website
www.cellecor.com where detailed

information of the Company and
specified details in terms of the
Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure
Requirements) Regulations, 2015
have been provided.

DISCLOSURE ON PENALTIES
IMPOSED BY STOCK EXCHANGE

During the financial year under review,
the National Stock Exchange of India
Limited (NSE) imposed penalties
on the Company on occasions for
procedural non-compliance: -
1. Delay in Submission of SHP March
2025: A penalty was levied for the
delay in submission of the SHP March
2025 beyond the prescribed timeline.
The company has paid the fine levied
within the specified time limit along
with filing of Shareholding Pattern to
NSE.

SIGNIFICANT AND MATERIAL
ORDERS PASSED BY REGULATORS
OR COURTS

During the year under review, there
were no such significant and material
orders passed by the regulators
or courts or tribunals which could
impact the going concern status and
company''s operations in the future.

STATEMENT BY THE COMPANY WITH
RESPECT TO THE COMPLIANCE TO
THE PROVISIONS RELATING TO THE
MATERNITY BENEFITS ACT. 1961.

Your Company affirms its compliance
with the provisions of the Maternity
Benefit Act, 1961, and all applicable
rules and regulations framed
thereunder. The Company ensures
that all eligible women employees are
extended the benefits and protections

as mandated under the Act, including
maternity leave, maternity bonus,
and other statutory entitlements.
The Company remains committed
to fostering a safe, inclusive, and
supportive work environment that
promotes the well-being and rights of
all employees, in alignment with the
principles laid down under the Act.

ACKNOWLEDGEMENT

Your Directors wish to place on
record their gratitude for the valuable
guidance and support rendered by
the Government of India, various
State Government departments,
Banks and stakeholders, including,
but not limited to, shareholders,
customers and suppliers, among
others. We place on record, our
appreciation of the contribution
made by our employees at all levels.

The Directors take this opportunity
to place on record their deep
sense of appreciation for the total
commitment, dedication and hard
work put in by the employees of the
Company. Lastly, your directors are
deeply grateful for the continuous
confidence and faith shown by the
members of the Company.

For and on behalf of Board of
Directors
Cellecor Gadgets Limited

Sd/- Sd/-

Ravi Agarwal Nikhil Aggarwal
Managing Director Whole¬

time Director
DIN:08471502 DIN:09016668

Date: 05.09.2025
Place: New Delhi

---

Mar 31, 2024

Your Director''s have great pleasure in presenting to you the 4th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31st March, 2024.

We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together.

The Board of Directors hereby submits the report of the business and operations of Cellecor Gadgets Limited (Formerly Known as "Unite! Info Limited" and "Unite! Info Private Limited") ("the Company"), along with the audited financial statements, for the financial year ended March 31,2024 along with the reports of the Auditors thereon.

The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	50,045.44	26,435.20
Other Income	7.05	1.36
Total Income	50,052.49	26,436.56
Less: Total Expenses before Depreciation,	47,087.54	25,179.86
Finance Cost and Tax
Profit before Depreciation, Finance Cost and Tax	2,964.95	1,256.70
Less: Depreciation	53.98	45.62
Less: Finance Cost	739.78	151.27
Profit Before Extraordinary & Exceptional Items	2,171.19	1,059.81
and Tax
Less: Extraordinary & Exceptional Items	-	-
Profit before tax	2,171.19	1,059.81
Less: Current Tax	568.26	261.28
Less: Earlier Years Tax	-	-
Less: Deferred tax Liability (Asset)	-6.53	-8.65
Profit after Tax	1,609.46	807.18

The Total Revenue for the year ended, March 31, 2024 was INR 50,052.49 lakhs as compared to INR 26,436.56 lakhs during the previous year ended March 31, 2023. The Profit after tax for the year ended March 31,2024 was INR 1,609.46 lakhs as compared to INR 807.18 lakhs.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

The above figures are extracted from the Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.

DIVIDEND

The Company is in the growth phase and expanding organically as well as inorganically. In order to save the profit earned during the year for future expansion of the Company, your directors do not recommend any dividend for the financial year ended March 31,2024.

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2023-2024.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANY''S AFFAIRS

Our Company wasfounded in 2012, by Ravi Agarwal Managing Director of the Company, Cellecor Gadgets Limited(Formerly Known as "Unitel Info Limited" and "Unitel Info Private Limited") has established itself as a leader in consumer electronics and telecommunications. Our product lineup includes Smart TVs, Smartwatches, feature phones, TWS, wearables, and smart home solutions, all designed to integrate advanced technology with user-centric features. Since our inception, we''ve prioritized innovation and quality, consistently meeting the digital needs of a global customer base.

Looking forward, Cellecor Gadgets Limited(Formerly Known as "Unitel Info Limited" and "Unitel Info Private Limited") is focused on strategic growth. We''re diversifying into new markets, particularly in emerging economies, to broaden our reach and meet increasing demand. Innovation remains central; we''re investing in research and development to introduce groundbreaking products that redefine technological standards. Additionally, digital transformation is a key priority as we enhance our online presence and engage customers through digital channels.

Strategic partnerships with global distributors are enhancing our market penetration and brand visibility, further strengthening our position in the competitive electronics industry. We have also established a subsidiary in Hong Kong a part of our mission of expansion. With these initiatives, Cellecor Gadgets Limited (Formerly Known as "Unitel Info Limited" and "Unitel Info Private Limited") is poised for continued success, driving innovation and delivering value to our stakeholders worldwide.

During the year under review, the Company achieved a turnover of INR. 50,052.49 lakhs as compared to INR. 26,436.56 lakhs during the previous year ended March 31,2023. The Profit after tax for the year ended March 31,2024 was INR. 1,609.46 lakhs as compared to INR. 807.18 lakhs. Your company has managed to book good amounts of profits during the period under review as compare to the previous year.

CHANGE IN NAME AND STATUS OF THE COMPANY

Our Company was originally incorporated as a private limited company on December 31,2020 under the Companies Act, 2013 in the name and style of "Unitel India Private Limited" bearing Corporate Identification Number U32300DL2020PTC375196 issued by the Registrar of Companies, Delhi.

Further, the company''s name was changed to "Unitel Info Private Limited" vide Fresh Certificate of Incorporation dated April 13, 2022 issued by Registrar of Companies, Delhi.

Subsequently, our Company was converted into public limited company pursuant to a shareholders'' resolution passed at an Extra-Ordinary General Meeting held on May 12, 2023, and name of our Company was changed to "Unitel Info Limited"bearing Corporate Identification Number U32300DL2020PLC375196 and a fresh Certificate of Incorporation dated May 15, 2023 was issued by Registrar of Companies, Delhi.

Furthermore, the company''s name was changed to "Cellecor Gadgets Limited" vide Fresh Certificate of Incorporation dated May 25, 2023 issued by Registrar of Companies, Delhi.

The Corporate Identification Number again changed to L32300DL2020PLC375196, at time of equity shares of the Company listed with Emerge platform of National Stock Exchange of India Limited on September 28, 2024.

INITIAL PUBLIC ISSUE (IPO)

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 55,18,800 Equity Shares of Rs.10/- each was offered by the Company for subscription at an issue price of Rs 92/- per shares aggregating to Rs 5,077.30 Lakhs which was oversubscribed by 116.33 times. The issue was opened for subscription on September 15, 2023 and closed on September 20, 2023. The Board has allotted 55,18,800 Equity Shares of Rs 92/- each to the successful applicant on September 25, 2023. The equity shares of the Cellecor Gadgets Limited (Formerly "Unitel Info Limited" and "Unitel Info Private Limited") listed on September 28, 2023 on the NSE EMERGE. The Issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The success of IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company

STATEMENT OF DEVIATION(S) OR VARIATION(S)

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated September 04, 2024, in respect of the Initial Public Offering of the Company.

During the Year under Review, the Company has fully utilized the Proceeds Raised through IPO in the Following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus.

Total IPO Proceeds:
Working Capital Requirements	4,000
General Corporate Purposes	502.05
Issue Expenses	575.25
Total net proceeds of IPO	5077.30

Statement of Utilization: (till 31.03.2024)
1. Working Capital Requirements	4,000
2. General Corporate purpose	502.05
4. Issue Related Expenses	575.25
Total	5077.30
Pending For Utilization	-

DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreement for dematerialization of equity shares with the Skyline Financial Service Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

The Company ISIN No. is INE0OMO01025. M/s. Skyline Financial Service Private Limited act as the Registrar and Share Transfer Agent of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No Material Changes and commitments affecting the financial position of the Company, have occurred betweenthe end of the financial year of the company to which the financial statements relate and the date of this Directors'' Report.

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

A. The Authorized Share Capital of the Company has been increased, and consequently, the capital clauses ofthe Memorandum of Association were amended by the shareholders;

SI. No.	Date of Extra-ordinary General	Increased in Authorized Capital
	Meeting	From	To
1	April 03, 2023	1,00,00,000	11,50,00,000
2	May 24, 2023	11,50,00,000	22,50,00,000

B. The Name of the Company has changed, and consequently, the Memorandum and Articles of Association were amended by the shareholders;

SI. No.	Date of Extra-ordinary	Name Change
	General Meeting	From	To
1	May 12, 2023	Unitel Info Private Limited	Unitel Info Limited
2	May 24, 2023	Unitel Info Limited	Cellecor Gadgets Limited

SUBSIDARIES

During the period under review, the Company does not have any Subsidiary Company.

Cellecor Gadgets HK Limited was incorporated as a wholly owned subsidiary on May 10, 2024 in Hongkong, with an issued and subscribed share capital of HKD 50,000, the intent being is to sourcing, trading, processing, assembling, exporting and otherwise dealing in mobile and mobile accessories, electronic goods, appliances and other component.

Other Ventures/Associates

The Company does not have any associate company, nor has it entered into a joint venture with any other company.

SHARE CAPITAL

1. Authorized Capital

The Authorized share Capital of the Company, as at closure of financial year 2023-24, was INR 2,250.00 Lakhs divided into 2,25,00,000 Equity Shares of INR 10.00 each.

2. Issued, Subscribed & Paid-up Capital

Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 202324, was INR 2096.78 Lakhs divided into 2,09,67,780 Equity Shares of INR 10 each.

Issued, Subscribed & Paid-up share Capital was increased from INR. 10,00,000 divided into 1,00,000 equity shares of INR.10/- each to INR. 20,96,77,800 divided into 2,09,67,780 equity shares of INR.10/- each.

During the year under review, following changes took places in paid-up capital of the Capital:

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Rights Issue:

During the year under review, Company has issued and allotted the following Right issue of shares:

- April 25, 2023, the Company issued 25,945 equity shares of face value of INR. 10/- each, including a premium of INR. 5775/- each, for cash consideration aggregating to INR. 15,00,91,825 by way of Right Issue;

d. Bonus Issue:

During the year under review, Company has issued and allotted, 1,53,09,800 equity shares of face value of INR. 10/- each, for a consideration other than cash by way of Bonus Issue on June 22, 2023.Consequent to the said allotment the issued and paid-up share capital of the company was enhanced to Rs. 15,44,89,800 divided into 1,54,48,980 equity shares of INR.10/- each.

e. IPO (Initial Public Offer):

Post above capital structure upon incorporation, the Company came up with an Initial Public Offer of 55,18,800 equity shares of INR 10.00 each at a price of INR 92.00 per equity shares. The said 55,18,800 equity shares were successfully subscribed by the public and Company has made allotment of equity shares on September 27, 2023.

The entire Paid-up Equity shares of the Company was then listed at Emerge Platform of National Stock Exchange of India Limited.

Further due to another share split passed through postal ballot as on July 28, 2024, issued, subscribed and paid-up share capital INR 20,96,77,800/- (Rupees Twenty Crore Ninety-Six Lakh Seventy-Seven Thousand Eight Hundred Only) divided into 20,96,77,800 (Rupees Twenty Crore Ninety-Six Lakh Seventy-Seven Thousand Eight Hundred Only) Equity shares of Re. 1/- each.

BOARD MEETING

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 24 (Twenty-Four) times, viz

Month	No. of Meetings held	Dates
April 2023	4	03-04-2023, 14-04-2023, 20-04-2023 and 26.06.2023
May 2023	4	11-05-2023, 19-05-2023, 24-05-2023 and 30-05-2023
June 2023	2	01-06-2023 and 20-06-2023
July 2023	3	03-07-2023, 10-07-2023 and 14-07-2023
August 2023	2	07-08-2023 and 16-08-2023
September 2023	3	04-09-2023, 14-09-2023 and 25-09-2023
October 2023	1	25-10-2023
November 2023	-	-
December 2023	1	18-12-2023
January 2024	3	09-01-2024, 18-01-2024 (09:00 AM) and 18-01-2024 (05:30 AM)
February 2024	1	28-02-2024
March 2024	-	-

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013. A total of 18 (Eighteen) Board Meetings were held prior to the Listing, and a total of 06 (Six) Board Meetings were held post Listing of the Company.

As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (''SS-1'') issued by the Institute of Company Secretaries of India (''ICSI''), the attendance of Directors at Board meetings held during the financial year 2023-24 are as under:

SI. No.	Name of Director	No. of Board Meeting held
1	Ravi Agarwal	24
2	Nikhil Aggarwal	24
3	Gunjan Aggarwal	18
4	Rupam Jha	-
5	Jitendra Sharma	11
6	Vivek Mishra	05
7	Swati Gupta	04
8	Vineeta Gautam	04

GENERAL MEETING

During the year under review, the following General Meeting were held:

SI. No.	Type of	Date ofMeeting	Total Number	Attendance
	Meeting		of members entitled to date attend meeting	Number of members Attended	% of attendance
1.	EGM	April 03, 2023	8	8	100
2.	EGM	April 27, 2023	9	9	100
3.	EGM	May 12, 2023	9	9	100
4.	EGM	May 19, 2023	9	9	100
5.	EGM	May 24, 2023	9	9	100
6.	EGM	June 01,2023	9	9	100
7.	EGM	June 20, 2023	9	9	100
8.	EGM	July 10, 2023	9	9	100
9.	EGM	August 07, 2023	9	9	100
10.	EGM	August 16, 2023	9	9	100
11.	AGM	September 22, 2023	8	8	100

MEETING OF THE INDEPENDENT DIRECTORS

During FY 2023-24, 1 (one) meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 28, 2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

SI. No.	Date of Independent Total Number of Directors Meeting Members associated as on the date of meeting	Attendance Number of % of members attendance Attended
1.	March 28, 2024 02	02 100

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any,of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of theCompanies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 5 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Managing Director, One whole time director, one non- Executive Directors and Two Non-Executive Independent Directors, one among them is a women director.

During the year under review, following changes took place in the constitution of the Board of Directors;

Name	Date of Change	Date of Approval by the Board	Date of Approval by the Shareholders	Nature of Change
Ravi Agarwal	31-12-2020	-	-	Appointment as First Director
Nikhil Aggarwal	31-12-2020	-	-	Appointment as First Director
Gunjan Aggarwal	11-05-2023	11-05-2023	-	Appointed as Additional NonExecutive Director
Gunjan Aggarwal	12-05-2023	-	12-05-2023	Change in Designation to Chairperson and
Rupam Jha*	24-05-2023	24-05-2023	01-06-2023	Non-Executive Director
Rupam Jha*	01-06-2023	-	01-06-2023	Appointed as an Additional NonExecutive Independent Director
Ravi Agarwal	20-06-2023	20-06-2023	20-06-2023	Regularized as Non-Executive Independent Director
Nikhil Aggarwal	20-06-2023	20-06-2023	20-06-2023	Change in Designation to Managing Director of the Company

Name	Date of Change	Date of Approval by the Board	Date of Approval by the Shareholders	Nature of Change
Jitendra Sharma*	24-05-2023	24-05-2023	-	Appointed as Additional NonExecutive Independent Director
Jitendra Sharma*	01-06-2023	-	01-06-2023	Regularized as Non-Executive Independent Director
Vivek Mishra*	20-06-2023	20-06-2023	20-06-2023	Appointed as Additional NonExecutive Independent Director and further regularized as NonExecutive Independent Director
Swati Gupta	25-10-2023	25-10-2023	-	Appointed as Additional NonExecutive Independent Director
Vineeta Gautam	25-10-2023	25-10-2023	-	Appointed as Additional NonExecutive Independent Director
Swati Gupta	20-01-2024	-	20-01-2024	Regularized as Non-Executive Independent Director
Vineeta Gautam	20-01-2024	-	20-01-2024	Regularized as Non-Executive Independent Director

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Nikhil Aggarwal, Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

Further brief profile is attached with the notice of the Annual General Meeting.

* On June 20,2023, Ms. Rupam Jha resigned as a Non-Executive Independent Director.

* On November 18,2023, Mr. Jitendra Sharma resigned as a Non-Executive Independent Director.

* On November 09,2023, Mr. Vivek Mishra resigned as a Non-Executive Independent Director.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, during the year under review, the Company has appointed Mr. Ravi Agarwal as Managing Director (w.e.f. June 20, 2023) of the Company, Mr. Nikhil Aggarwal as Whole-Time Director (w.e.f. June 20, 2023) of the Company, Ms. Bindu Gupta as Chief Financial Officer (w.e.f. June 20, 2023) of the Company, Ms. Varsha Bansal* as Company Secretary and Compliance Officer (w.e.f. June 20, 2023) and Mr. Patterson Thomas as Company Secretary and Compliance Officer (w.e.f. March 01, 2024) of the Company who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013,and applicable Rules made thereunder.

As on date of this report, the Company has Mr. Ravi Agarwal as Managing Director of the Company, Mr. Nikhil Aggarwal as Whole-Time Director of the Company, Ms. Bindu Gupta as Chief Financial Officer of the Company and Mr. Patterson Thomas as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors'' Data Bank.

A separate meeting of Independent Directors was held on March 28, 2024 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.cellecor.com.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company''s website www.cellecor.com.

COMMITTEES OF BOARD

Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.

Further, the requirement specified in regulations 17 to, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

During the year under review, Company has constituted the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution dated June 20, 2023

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

COMPOSITION OF COMMITTEE, MEETING AND ATTENDANCE OF EACH MEMBER AT MEETINGS

1. Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the management''s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting

During the Financial Year under review 6 (Six) meetings of the members of the Audit Committee were held. The dates on which the said meetings were held on July 14,2023, October 25, 2023, December 18, 2023, January 18, 2024 at 08:00 AM, January 18, 2024 at 04:30 PM, and February 28, 2024:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Swati Gupta*	Independent Director	Chairperson	06	04	04
Vineeta Gautam*	Independent Director	Member	06	04	04
Gunjan Aggarwal	Non-Executive Director	Member	06	06	06
Jitendra Sharma*	Independent Director	Chairman	06	02	02
Vivek Mishra*	Independent Director	Member	06	02	00

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.

During the Financial Year under review 3 (Three) meetings of the members of the Nomination and Remuneration Committee were held. The dates on which the said meetings were heldon October 25, 2023, December 18, 2023, and February 28, 2024:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Swati Gupta*	Independent Director	Chairperson	03	02	03
Vineeta Gautam*	Independent Director	Member	03	02	02
Gunjan Aggarwal	Non-Executive Director	Member	03	03	03
Jitendra Sharma*	Independent Director	Chairman	03	01	01
Vivek Mishra*	Independent Director	Member	03	01	00

Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

3. Stakeholder''s Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the Financial Year under review 1 (One) meeting of the members of the Stakeholders Relationship Committeewere held. The dates on which the said meetings were held on February 28, 2024:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Swati Gupta*	Independent Director	Chairperson	01	01	01
Gunjan Aggarwal	Non-Executive Director	Member	01	01	01
Nikhil Aggarwal	Whole-Time Director	Member	01	01	01
Jitendra Sharma*	Independent Director	Chairman	01	-	-

During the Financial Year under review 2 (Two) meetings of the members of the Corporate Social Responsibility Relationship Committee were held. The dates on which the said meetings were held on January 09, 2024, and February 28, 2024:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2023-24
			Held	Eligible to attend	Attended
Swati Gupta*	Independent Director	Chairperson	02	02	02
Gunjan Aggarwal	Non-Executive Director	Member	02	02	02
Nikhil Aggarwal	Whole-Time Director	Member	02	02	02

* The Constitution of Corporate Social Responsibility Committee is effective as of December 18,2023 During the year under review the following changes took place in the Committees of Board:

* Mr. Jitendra Sharma resigned from the position of Non-Executive Independent Director and subsequently ceased to be Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee w.e.f. November 18,2023.

* Mr. Vivek Mishra resigned from the position of Non-Executive Independent Director and subsequently ceased to be Member of the Audit Committee and Nomination and Remuneration Committee w.e.f. November 09,2023.

* Ms. Swati Gupta appointed as an Additional Director in the capacity of Non-Executive Independent Director and also appointed as Chairperson of the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee w.e.f. October 25,2023.

* Ms. Vineeta Gautam appointed as an Additional Director in the capacity of Non-Executive Independent Director and also appointed as Member of the Audit Committee and Nomination and Remuneration Committee w.e.f. October25,2023.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

The Company''s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://cellecor.com/ pages/policies.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board''s Committees was undertaken.

The following evaluation process were followed:

a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

b. Performance Evaluation of the individual directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each directors were satisfactory.

c. Board of Directors

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

d. Performance Evaluation of the Committee

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In preparation of annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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 for the year ended March 31, 2024 on going concern basis.

e. The Directors had laid down the 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

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act, M/s. Ambani & Associates LLP, Chartered Accountants (FRN: 0016923N) were appointed as the Statutory Auditors of the Company, for a term of five years, to hold office from the conclusion of the 3rd AGM held on September 22, 2023 till the conclusion of the 8th AGM.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditor''s Report for the financial year ended on March 31,2024 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors'' Report is enclosed with the Financial Statements in this Annual Report.

INDEPENDENT AUDITORS'' REPORT

The Statutory Auditors'' Report for the Financial Year 2023-24 is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Nikita Gupta (Membership No. 65729 CP No. 24785), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report for FY 2023-24 is annexed herewith marked as "Annexure I" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

INTERNAL AUDITORS AND REPORT

The Company was listed on September 27, 2023 and the provisions in respect of Internal Audit became applicable only from that date. The process for appointing the internal auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Chirag Gupta, Chartered Accountant, having membership no. A573523, as Internal Auditor for the FY 2023-24.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013,read with Rule 12 of the Companies (Management and Administration) Rules, 2014,the Annual Return for the year ending on March 31, 2024 is available on the Company''s websiteand can be accessed at https://cellecor.com/pages/annual-retum.

RISK MANAGEMENT

The Company is not required to form a Risk Management Committee. However, the Company has developed and implemented a risk management policy for identifying the risk associated with business of the Company and measures to be taken by including identification of elements of risk and measures to control them.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the FY 2023-24.

DISCLOSURE ON RELATED PARTY''S TRANSACTIONS

All Related Party transactions that were entered into during the FY 2023-2024 were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.

All the related parties transaction are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.

All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://cellecor. com/pages/policies.

Since, all the related party transactions that were entered into during the financial year 2023-2024 were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, details are required to be provided in the Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as "Annexure-II"

The details of the transaction with related parties are provided in the notes to accompanying financial statements.

CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015

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

a. Listed entity having paid up equity 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.

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

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is also listed on Emerge Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01,2017.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-IN" and the same forms part of this report.

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of theCompany. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated.

CHANGE IN THE NATURE BUSINESS

There has been no change in the nature of business of the Company in the Financial Year under review.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016

CORPORATE SOCIALRESPONSIBILITY

Your Company''s CSR initiatives align with the core purpose afore stated by prioritizing in areas of skilling, education, and environment sustainability. The Annual Report on CSR activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors'' Report as ''Annexure IV''.

The Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in a manner approved by the Board for FY2024

The CSR policy is hosted on the Company''s website at httpsy/cdn.shopify.com/s/ files/1/0755/1 575/6864/files/17._Corporate_Social_Responsibility_CSR_Policy. pdf?v=1719215615

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employeesof the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Company''s directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company''s website at https://cellecor. com/pages/policies.

No individual in the Company has been denied access to the Audit Committee or itsChairman during the FY 2023-24

There were no instances of reporting under the Whistle Blower.

The Whistle Blower Policy of the Company is available on the website of the Company at www. cellecor.com.

MAINTENANCE OF COST RECORD

The maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not fall under any of the category prescribed under Section 148(1) of Companies Act, 2013. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Act is not required and accordingly, such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the 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. The Code is displayed on the Company''s website at https://cellecor.com/pages/policies.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

DETAILS OF REPORTING OF FRAUD BY AUDITOR

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013 the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.

The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Company''s assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports.

They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

There were no unclaimed or unpaid deposits as on 31st March, 2024.

LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year 2024-2025 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2024-2025.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually as "Annexure - V".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - VI".

During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, issued by The Institute of Company Secretaries of India have been duly followed by the Company and have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PARTICULAR OF EMPLOYEES

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

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

POLICY AGAINST SEXUAL HARASSMENT

Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

The details of the complaints received during the year under review were as follows:

No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the year	0
No. of Complaints Pending at the End of the Year	0

WEBSITE OF THE COMPANY

Your Company maintains a websitewww.cellecor.comwhere detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

GENERAL

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.

For and on behalf of Board of Directors Cellecor Gadgets Limited

(Formerly "Unitel Info Limited" and "Unitel Info Private Limited")

S/d S/d

Ravi Agarwal Nikhil Aggarwal

Managing Director Whole-time director

DIN:08471502 DIN:09016668

Date: 31 Aug 2024 Place: New Delhi

• • • • •