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Your Board of Directors is pleased to present the 6th Annual Report of Cellecor
Gadgets Limited ("the Company"), together with the Audited Financial Statements
and the Auditors' Report for the financial year ended 31st March, 2026.

The financial year 2025—26 was another year of strong execution,
strategic expansion, and sustained value creation for the Company. Building
on the strong foundation established over the years, Cellecor Gadgets Limited
continued its transformation into one of India's fastest-growing diversified
consumer electronics brands. During the year, the Company recorded its highest-
ever financial performance, with revenue crossing ?1,292 crore, representing
a 26% year-on-year growth, supported by healthy growth in profitability and
operating performance. This achievement was driven by a well-diversified product
portfolio, deeper market penetration, expansion of the retail and distribution
network, increasing consumer acceptance across Tier II and Tier III markets, and
the successful entry into new product categories, including kitchen appliances. The
company has also entered European and South African market by incorporation
of a Wholly owned subsidiary in United Kingdom and a step-down subsidiary
in South Africa. Today, the Company offers an extensive portfolio comprising
smartphones, smart gadgets, consumer electronics, home and kitchen appliances,
audio products, laptops, wearables, and a comprehensive range of mobile and
electronic accessories, enabling it to cater to the evolving lifestyle aspirations of
consumers across India. The Company's continued focus on innovation, quality,
affordability, and customer-centric product development, coupled with disciplined
execution and operational excellence, has further strengthened the Cellecor
brand and enhanced its competitive position in the rapidly evolving consumer
electronics industry.

The year also witnessed significant progress in expanding the Company's
business ecosystem through strategic partnerships, strengthening distribution
capabilities, broadening product offerings, and adopting a prudent business
model of selectively trading and distributing products of reputed third-party brands
alongside the flagship Cellecor portfolio. These initiatives have further diversified
the Company's revenue streams, improved market reach, enhanced customer
engagement, and positioned the Company for long-term sustainable growth.

The Board places on record its sincere appreciation for the unwavering
commitment and dedication of the Company's employees, the continued trust
of its customers, the invaluable support of its channel partners, suppliers, lenders,
investors, and all other stakeholders. The Board remains confident that the
Company's strong fundamentals, scalable business model, diversified product
portfolio, expanding retail footprint, and focus on innovation
and operational excellence will continue to drive

sustainable growth and create long-term value for
all stakeholders. This Report presents an overview
of the Company's operational and financial
performance, significant developments,
strategic initiatives, and the statutory disclosures
required under the Companies Act, 2013, the
Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements)
Regulations, 2015, and other applicable laws
for the financial year 2025-26.

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:

EXCLUSIVE SUMMARY

For the financial year ended March
31, 2026, the Company reported total
revenue of ^1,29,219.98 lakhs, marking
a strong year-on-year growth of
approximately 25.95% compared
to ?1,02,599.12 lakhs in the previous
year ended March 31, 2025. This
significant increase was driven by
robust operational performance,
strategic business initiatives, and an
expanding market footprint.

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 an expansion phase and continues to
pursue both organic and inorganic growth opportunities. In
order to retain the profits for funding the Company's future
expansion and growth initiatives, the Board of Directors has
not recommended any dividend for the financial year ended
March 31, 2026.

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 (IEPF))
during the FY 2025-2026.

TRANSFER TO GENERAL RESERVE

During the year under review, the Company has not
transferred any amount 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 14 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, the (SME Platform) of the National

Stock Exchange of India Limited" 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 DeviceNext Tech Awards 2025, Best Washing
Machine (Semi-Automatics) 2025 and Best Google TV 2025.
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 platform of the National
Stock Exchange of India Limited (NSE Emerge). 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 to which the financial statements
relate and the date of this Directors' Report.

1. Preferential Issue

The company has allotted 3,50,00,000 Warrants
convertible into Equity shares to Mr. Ravi Agarwal Promoter
of the company.

Subsequent to the closure of the financial year, the Company
allotted an aggregate of 3,50,00,000 (Three Crore Fifty Lakh)
fully convertible warrants, carrying a right exercisable by
the Warrant holder to subscribe to one Equity Share having
face value of Re.1/- per Warrant, on a preferential basis to
Mr. Ravi Agarwal, Managing Director and Promoter of the
Company, pursuant to the Special Resolution passed by
the members through Postal Ballot on May 07, 2026, and
the 'In-Principle Approval' obtained from the National Stock
Exchange of India Limited on May 21, 2026 at an issue price
of Rs. 28/- (Rupees Twenty-Eight Only) per warrant, after
receipt of the stipulated amount equivalent to 25% of the
issue price as subscription amount, in accordance with the
applicable provisions of Chapter V of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended,
relating to preferential issue.

2. FCCB

Allotment of 2% USD 33,000,000 Foreign Currency
Convertible Bonds (FCCBs)

Subsequent to the closure of the Financial Year on 14th May,
2026 the company allotted 2% USD 33,000,000 Foreign
Currency Convertible Bonds (FCCBs) at a discount of 12% to
Non-Promoter category.

Partial Conversion of Foreign Currency Convertible Bonds
into Equity

On receipt of request from bond holders, the company has
converted 5 FCCB into equity shares by allotment of 16,49,138
equity shares on 14th May, 2026 ranking pari-passu with the
existing shares. These shares are listed and tradeable on
Stock Exchange where the shares of Company are listed, i.e.
National Stock Exchange of India Limited.

3. Approval of introduction and implementation of
"Cellecor Gadgets Limited Employees Stock Option Plan
2026"

The Board has approved the draft scheme named "Cellecor
Gadgets Limited Employees Stock Option Plan - 2026"
("ESOP 2026" "Scheme"), to create, issue, offer, grant and allot
from time to time, in one or more tranches, upto 50,00,000

(Fifty Lakhs) options (or such other adjusted figure for any
bonus, stock splits or consolidations or other reorganization of
the capital structure of the Company as may be applicable
from time to time) exercisable into 50,00,000 (Fifty Lakhs)
equity shares of face value Re. 1/- each.

4. Further Investment in Wholly owned Subsidiary

The company has further acquired Equity Shares in Cellecor
Gadgets Europe Limited USD 20,000,000 equivalent to GBP
14,752,000.

SUBSIDARIES

A. Cellecor Gadgets HK Limited

Cellecor Gadgets HK Limited was incorporated as a wholly
owned subsidiary on May 10, 2024 in Hong kong, 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. Cellecor Foundation

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

C. Cellecor Gadgets FZCO

Cellecor Gadgets FZCO was incorporated as a wholly owned
subsidiary of the Company on September 08, 2025 in Dubai.
The main object of the subsidiary company is sourcing,
trading, processing, assembling, exporting and otherwise
dealing in mobile and mobile accessories, electronic goods,
appliances and other component.

However, as on the date of this ' Board's Report, the subsidiary
company has not commenced its business operations and
remains non-operational.

D. Cellecor Gadgets Europe Limited

Cellecor Gadgets Europe Limited was incorporated as a
Wholly owned subsidiary of the Company in United Kingdom
with the initial capital of GBP 1,000. The main object of the
Wholly owned subsidiary company is wholesale trade of
electronic equipment and accessories.

Other Ventures/Associates

During the financial year under review, 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 2025-26, was ?3000.00 Lakhs divided into
30,00,00,000 (Thirty crore) Equity Shares of ?1.00 each.

Issued, Subscribed & Paid-up Capital

Issued, Subscribed & Paid-up share Capital of the Company
as at closure of financial year 2025-26, was ^22,06,77,800
divided into 22,06,77,800 Equity Shares of ?1 each.

Issued, Subscribed & Paid-up share Capital as at 31st March,
2026 was ^22,06,77,800 divided into 22,06,77,800 equity
shares of ?1/ each. However, subsequent to the closure of
financial year the Paid-up Share Capital of the company
was increased from ^22,06,77,800 divided into 22,06,77,800
equity shares of ?1/ each to ^22,23,26,938 divided into
22,23,26,938 equity shares of ?1/ 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.

Rights Issue:

Company has not issued any shares on Right Issue basis.

c. Bonus Issue:

Company has not issued any shares on Bonus Issue basis.

d. Preferential Issue:

During the year, on July 07, 2025, the Company approved the
allotment of 30,00,000 equity shares having face value of
Re. 1/- each at an issue price of Rs. 40.20/- each (including a
premium of Rs. 39.20/- each), consequent upon the conversion
of 30,00,000 Warrants issued at an Issue Price of Rs. 40.20/-
each, to the person belonging to the "Promoter/Promoter
Group", on preferential basis, upon receipt of balance amount
aggregating to Rs. 9,04,50,000/- (Rupees Nine Crore Four
Lakh Fifty Thousand Only) at the rate of Rs. 30.15/- (Thirty
Rupees and Fifteen Paisa Only) per warrant (being 75% of
the issue price per warrant) from the allottees pursuant to
the exercise of their rights of conversion into equity shares in
accordance with the provisions of SEBI (ICDR) Regulations,
2018:

Subsequent to the closure of financial year, following
changes occurred in the capital structure of the company:

a. Foreign Currency Convertible Bonds

On 27th April, 2026, subsequent to the closure of the financial
year the company allotted 330, 2% Foreign Currency
Convertible Bonds (FCCBs) having face value of USD 1,00,000

each aggregating to USD 33,000,000 at a discount of 12%
of the par value of each bond at USD 88,000 per bond to
Non-Promoter category.

b. Convertible Warrants

The Company allotted an aggregate of 3,50,00,000 (Three
Crore Fifty Lakh) fully convertible warrants, carrying a right
exercisable by the Warrant holder to subscribe to one
Equity Share having face value of Re.1/- per Warrant, on a
preferential basis to Mr. Ravi Agarwal, Managing Director and
Promoter of the Company, pursuant to the Special Resolution
passed by the members through Postal Ballot on May 07,
2026, and the 'In-Principle Approval' obtained from the
National Stock Exchange of India Limited on May 21, 2026
at an issue price of Rs. 28/- (Rupees Twenty-Eight Only) per
warrant, after receipt of the stipulated amount equivalent to
25% of the issue price as subscription amount, in accordance
with the applicable provisions of Chapter V of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018,
as amended, relating to preferential issue.

c. Conversion of Foreign Currency Convertible Bonds (FCCB)
into Equity.

Subsequent to the closure of the financial year, On 14th May,
2026 5 Bonds were converted into 16,49,138 equity shares
of ?1/ each.

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 8 (Eight) 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.

MEETING OF THE INDEPENDENT DIRECTORS

During the financial year 2025-26, 1 (one) meeting of
Independent Directors was held without the presence of
the Executive Directors/ Management Personnel on March
19, 2026. 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.

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 19, 2026 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 DIRECTORS

The Company has received necessary declaration
from each independent directors 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 ("IICA"). Further, as per the declarations received,
all the Independent Directors of Company have either
passed or were exempted to clear online proficiency
test as per the first proviso to Rule 6(4) of the MCA
Notification dated October 22, 2019 and December 18,
2020. Accordingly, the Company has taken on record, the
Statement of Declaration of Independence, as submitted
by all the Independent Directors.

In the opinion of the Board of Directors, all Independent
Directors of the Company fulfil the conditions specified
Under the Companies Act, 2013, the rules made
thereunder and the applicable provisions of the Listing
Regulations and are independent of the management.

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
(DIN: 08471502) 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, ¹Mr. 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.

COMMITTEES OF BOARD

The Company has constituted various Committees of the
Board in accordance with the applicable provisions of the
Companies Act, 2013 and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to assist the Board in discharging its
responsibilities and to ensure effective oversight of the affairs
of the Company.

The Company has constituted the following Committees of
the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Finance Committee

The Board of Directors functions either directly or through these
Committees, which are entrusted with specific responsibilities
and areas of oversight. The Committees deliberate on matters
referred to them by the Board and make recommendations
for consideration and approval of the Board, wherever
required.

In addition, the Company constituted a Finance Committee
pursuant to a Board Resolution dated January 18, 2025, to
oversee and deliberate upon matters relating to finance
and other matters as may be delegated by the Board from
time to time.

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:
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.

a. 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.

b. 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.

c. 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, 2026, 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, 2026 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, 2026 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 2025-26. The Secretarial
Audit Report for FY 2025- 26 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 2025-26.

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, 2026 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 2025-26.

DISCLOSURE ON RELATED PARTY'S TRANSACTIONS

All Related Party transactions that were entered into during
the FY 2025-2026 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 2025-2026 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 2025-2026.

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 Rule 8
of the Companies (Accounts) Rules, 2014 is annexed herewith
as "Annexure-III" 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 FY2025-26.

The CSR policy is hosted on the Company's website at
https://cdn.shopify.com/s/ files/1/0755/1575/6864/files/17._
Corporate_Social_Responsibility_SR_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 2025-26

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

MAINTENANCE OF COST RECORD

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

PREVENTION OF INSIDER TRADING

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

The Code requires pre- clearance for dealing in the
Company's shares and prohibits the purchase or sale of
Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible
for implementation of the Code. The Code is displayed on the
Company's website at https://cellecor.com/ pages/policies.

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

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

DETAILS OF REPORTING OF FRAUD BY AUDITOR

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

streams are protected. The control system enables reliable
financial reporting. The Audit Committee reviews adherence
to internal control systems and internal audit reports.

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

PUBLIC DEPOSIT

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

There were no unclaimed or unpaid deposits as on 31st
March, 2026.

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
2025-26.

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 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, 2014, is
provided in a separate annexure forming part of this report.
Further, the report and the accounts are being sent to the
Members excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure is opened for
inspection in electronic form. Any Member interested in
obtaining a copy of the same may write to the Company
Secretary.

DETAILS OF FRAUD REPORTED BY THE AUDITORS

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION

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

POLICY AGAINST SEXUAL HARASSMENT

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

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

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

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

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 - V".

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. Non compliance under Regulation 29 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 : A fine
of Rs 11,800/- was levied for the non submission of prior intimation of Board Meeting with stock exchange. The company
has paid the fine levied within the specified time limit to NSE.

2. Regulation 31 : Rs 11,800/-

3. Regulation 44(3) : Rs 11,800/-

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.

The 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

The Directors wish to place on record their sincere gratitude for the valuable guidance, support and cooperation extended by the
Government of India, various State Government authorities and departments, banks, financial institutions and other stakeholders.

The Directors also express their sincere appreciation to the Company's shareholders, customers, suppliers, business associates
and other stakeholders for their continued trust, support and confidence.

The Directors place on record their deep appreciation for the commitment, dedication and hard work of the employees at all
levels, whose contribution has been instrumental in the Company's continued growth and performance.

The Directors remain grateful to the Members of the Company for their continued confidence, faith and support.

For and on behalf of Board of
Directors Cellecor Gadgets Limited

Sd/- Sd/-

Ravi Agarwal Bindu Gupta

Managing Director Director

DIN: 08471502 DIN: 08476435

Date: 07.09.2026
Place: New Delhi

1

Mr. Nikhil Aggarwal, resigned from the position of whole-time
director of the company w.e.f 06th August, 2026.