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:

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

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:

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.

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:

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:

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: :

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:

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

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.

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