Cellecor Gadgets Ltd Directors Report

To,

The Members,

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 Indias 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 March 31, 2025	For the year ended 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 Companys 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 COMPANYS AFFAIRS

Cellecor is Indias 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 Indias fastest-growing names in the consumer electronics space, offering a comprehensive portfolio of smart

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

Cellecors 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 companys 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 companys 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 companys 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 Nondisclosure 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 companys 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.

II. GENERAL MEETING

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

			Attendance
S.No. Type of Meeting	Date of Meeting	Total Number of 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		Attendance
Directors Meeting	Total Number of 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 NonIndependent 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 Companys 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 NonExecutive 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 reappointment as such and seeks reappointment. 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 managements 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:

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

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:

			Number of meetings during the financial year 2024-25
Name of Members	Category	Designation in Committee	Held	Eligible to attend	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. Stakeholders 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: :

			Number of meetings during the financial year 2024-25
Name of Members	Category	Designation in Committee	Held	Eligible to attend	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:

			Number of meetings during the financial year 2024-25
Name of Members	Category	Designation in Committee	Held	Eligible to attend	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

5. Finance Committee

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 January 20, 2025 and March 04, 2025.

			Number of meetings during the financial year 2024-25
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
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 Companys 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 ("S E BI Listing Regulations"). peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards 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, 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 Auditors 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 202425 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 Companys 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 PARTYS TRANSACTIONS

All Related Party transactions that were entered into during the FY 2024 2025 were on arms 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 20242025 were on an arms 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 Companys 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 d pursuant to the provisions of section e 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 e Directors Report as Annexure IV. k

- The Chief Financial Officer of the )f Company has certified that the funds

- disbursed have been utilized for the e purpose and in a manner approved y by the Board for FY2025 t

The CSR policy is hosted on the Companys website at s https://cdn.shopify.com/sZ

- files/1/0755/1575/6864/files/17._ e 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 Y 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 y vigilance mechanism for the directors e 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 Companys directors s 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 employees 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 Companys 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.

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 Companys 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 Companys 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 (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 Companys 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 20252026 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.

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 Managements 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 onetime 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 companys 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.