We have audited the accompanying standalone financialstatements of CELLECOR GADGETS LIMITED (FORMERLYKNOWN AS UNITEL INFO LIMITED & UNITEL INFOPRIVATE LIMITED) ("the Company"), which comprise theBalance Sheet as at 31/03/2025, the Statement of Profitand Loss, the cash flow statement for the year then endedand notes to the financial statements, and a summary ofthe significant accounting policies and other explanatoryinformation.
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidfinancial statements give the information required bythe Companies Act, 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity withthe accounting principles generally accepted in India, ofthe state of affairs of the Company as at 31/03/2025, andits financial performance and it's cash flows for the yearended on that date.
We conducted our audit in accordance with the Standardson Auditing (SAs) specified under section 143(10) ofthe Companies Act, 2013. Our responsibilities underthose Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statementssection of our report. We are independent of theCompany in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India togetherwith the ethical requirements that are relevant to ouraudit of the financial statements under the provisionsof the Companies Act, 2013 and the Rules there under,and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Code ofEthics.
We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouropinion on the financial statement.
Key audit matters are those matters that, in ourprofessional judgement, were of most significance in ouraudit of the financial statements of the current period.These matters were addressed in the context of our auditof the financial statements as a whole, and in formingour opinion thereon, and we do not provide a separateopinion on these matters. We have determined thematters described below to be the key audit matters tobe communicated in our report.
Reporting of key audit matters as per SA 701, no key auditmatters are required to be reported in the current periodfor the company.
The Company's Management and Board of Directorsare responsible for the other information. The otherinformation comprises the information included inthe Company's annual report, but does not include thefinancial statements and our auditor's report thereon.
Our opinion on the standalone financial statements doesnot cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the financial statements,our responsibility is to read the other information and,in doing so, consider whether the other information ismaterially inconsistent with the financial statements orour knowledge obtained during the course of our audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we concludethat there is a material misstatement of this otherinformation, we required to report that fact. We havenothing to report in this regard.
The Company's Board of Directors is responsible for thematters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of
these financial statements that give a true and fair viewof the financial position, financial performance and cashflows of the Company in accordance with the accountingprinciples generally accepted in India, including theAccounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance ofadequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets ofthe Company and for preventing and detecting fraudsand other irregularities; selection and application ofappropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequateinternal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of theaccounting records, relevant to the preparation andpresentation of the financial statements that give a trueand fair view and are free from material misstatement,whether due to fraud or error.
In preparing the financial statements, managementis responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable,matters related to going concern and using the goingconcern basis of accounting unless management eitherintends to liquidate the Company or to cease operations,or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeingthe Company's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error,and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but isnot a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement whenit exists.
Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate,
they could reasonably be expected to influence theeconomic decisions of users taken on the basis of thesefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgement and maintain professionalscepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the financial statements, whether due to fraudor error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting amaterial misstatement resulting from fraud is higherthan for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions,misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal control relevantto the audit in order to design audit procedures thatare appropriate in the circumstances. Under section143(3)(i) of the Companies Act, 2013, we are alsoresponsible for expressing our opinion on whetherthe company has adequate internal financial controlssystem in place and the operating effectiveness ofsuch controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management andboard of directors.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, weare required to draw attention in our auditor's reportto the related disclosures in the financial statementsor, if such disclosures are inadequate, to modify ouropinion.
• Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report.However, future events or conditions may cause theCompany to cease to continue as a going concern.
• Evaluate the overall presentation, structure andcontent of the financial statements, including thedisclosures, and whether the financial statementsrepresent the underlying transactions and events ina manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internal controlthat we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and tocommunicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the financialstatements of the current period and are thereforethe key audit matters. We describe these matters inour auditor's report unless law or regulation precludespublic disclosure about the matter or when, in extremelyrare circumstances, we determine that a matter shouldnot be communicated in our report because theadverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of suchcommunications.
AS REQUIRED BY THE COMPANIES (AUDITORS' REPORT)ORDER,2020 ISSUED BY THE CENTRAL GOVERNMENTOF INDIA IN TERMS OF SUB SECTION (11) OF SECTION143 OF THE COMPANIES ACT, 2013. WE GIVE IN THE"ANNEXURE A" STATEMENTS ON THE MATTERSSPECIFIED IN PARAGRAPHS 3 AND 4 OF THE ORDER, TO
As required by Section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss,and the cash flow statement dealt with by this Reportare in agreement with the books of account.
d. In our opinion, the aforesaid financial statementscomply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014.
e. On the basis of the written representations receivedfrom the directors as on 31/03/2025 taken on recordby the Board of Directors, none of the directors isdisqualified as 31/03/2025 from being appointed asa director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financialcontrols over financial reporting of the Company andthe operating effectiveness of such controls, refer toour separate Report in "Annexure B".
g. With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its financialstatements.
ii. The Company has made provision, as requiredunder the applicable law or accounting standards,for material foreseeable losses, if any, on long-termcontracts including derivative contracts.
iii. There has been no delay in transferring amounts,required to be transferred, to the InvestorEducation and Protection Fund by the Company.
iv. (a) The management has represented that, to thebest of its knowledge and belief, no funds havebeen advanced or loaned or invested (either fromborrowed funds or share premium or any othersources or kind of funds) by the company to or inany other person(s) or entity(ies), including foreignentities ("Intermediaries"), with the understanding,whether recorded in writing or otherwise, that theIntermediary shall, whether, directly or indirectlylend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of thecompany ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries;
(b) The management has represented, that, tothe best of its knowledge and belief, no fundshave been received by the company from anyperson(s) or entity(ies), including foreign entities("Funding Parties"), with the understanding,whether recorded in writing or otherwise, that thecompany shall, whether, directly or indirectly, lendor invest in other persons or entities identified inany manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provideany guarantee, security or the like on behalf of theUltimate Beneficiaries; and
(c) Based on such audit procedures that the auditorhas considered reasonable and appropriate inthe circumstances, nothing has come to theirnotice that has caused them to believe that therepresentations under sub-clause (a) and (b)contain any material mis-statement.
v. The company has not declared or paid any dividendduring the year in contravention of the provisionsof section 123 of the Companies Act, 2013.
vi. Based on our examination, which includedtest checks, the Company has used accountingsoftware for maintaining its books of account forthe financial year ended March 31,2025 which hasa feature of recording audit trail (edit log) facilityand the same has operated throughout the year forall relevant transactions recorded in the software.
Further, during the course of our audit we did notcome across any instance of the audit trail featurebeing tampered with. Additionally, the audit trailhas been preserved by the company as per thestatutory requirements for record retention.
vii. As proviso to Rule 3(1) of the Companies (Accounts)Rules, 2014, audit trail is applicable from April1, 2023, hence, reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014 onpreservation of audit trail as per the statutoryrequirements for record retention would berelevant from the subsequent year i.e., financialyear 2024-25.
(CharteredAccountants)Reg No. :0016923N
HITESH AMBANIDesignated PartnerM.No. : 506267