The Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management. The NRC implements this mechanism in concurrence with the Board of the Company. The Succession Policy is available on the website of the Company at the weblink: https://corporate.celloworld.com/corporate-governance/

The Board of Directors of the Company met Five (5) meetings during the year on May 23, 2024; May 29, 2024; August 11, 2024; November 12, 2024 and February 11, 2025 the intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

As on the date of this report the Board has the following committees: (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders' Relationship Committee (iv) Risk Management Committee (v) Corporate Social Responsibility Committee (vi) QIP Committee (vii) Committee of Independent Directors The QIP Committee was formed on May 29, 2024, to deal with all the matters and approvals related to QIP proceedings. Also Committee of Independent Directors was formed on November 12, 2024 in order to consider and recommend to the Board the draft Scheme, taking into consideration, inter-alia, that the scheme is not detrimental to the shareholders of the Company and such other matters as are referred to in SEBI Master Circular; and comply with any other requirements, as may be required, under SEBI Master Circular All the recommendations made by the Board Committees including the Audit Committee, were accepted by the Board.

The Board has implemented a structured and comprehensive evaluation process to assess its own performance as well as that of its Committees and individual Directors, including the Chairman. This annual evaluation encompasses various parameters such as the composition and diversity of the Board and its Committees, the adequacy of skills and competencies, the effective discharge of duties and responsibilities, level of participation and contribution in meetings, application of independent judgment, and the manner in which governance issues are addressed.

The Company recognises and embraces the importance of diverse Board in its success. Accordingly, the Company has adopted Policy on Diversity of Board of Directors which sets out the approach to the diversity of the Board. The Policy is available on the website of the Company at the weblink: https://corporate.celloworld.com/corporate-governance/

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act, in conjunction with the Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended), the Board has established a Corporate Social Responsibility ("CSR") Committee. Details regarding the composition and terms of reference of the CSR Committee, along with the key features of the Corporate Social Responsibility Policy ("CSR Policy"), are provided in the Corporate Governance Report, an integral part of the Annual Report. The updated CSR policy is accessible on the Company's website at https://www.corporate.celloworld.com.

The company has engaged in Corporate Social Responsibility (CSR) initiatives focused on preventive healthcare. The Annual Report detailing the CSR activities conducted by the company is enclosed as Annexure V to this Board Report.

RISK MANAGEMENT

The Board established the Risk Management Committee, with details regarding its composition and meeting frequency outlined in the Corporate Governance Report, included in the Annual Report. Additionally, in compliance with Section 134(3)(n) of the Act and Regulation 17(9) of the SEBI Listing Regulations, the Company has developed and implemented a comprehensive Risk Management Policy. This policy encompasses procedures for identifying potential risks that, in the Board's assessment, could jeopardize the Company's sustainability.

The Risk Management Policy sets out the Company's structured approach to identifying, analysing, prioritizing, and mitigating risks, while also ensuring effective risk reporting. Applicable across all functions, departments, and geographies, the policy aims to establish a robust and integrated risk management framework.

The primary objective of the policy is to proactively identify, assess, manage, and monitor potential risks that could impact the achievement of the Company's strategic and operational objectives. It is designed to recognize events that may adversely affect the Company and to manage such risks within defined and acceptable thresholds, thereby providing reasonable assurance towards the realization of corporate goals. The Policy is uploaded on the Company's website at www.corporate.-celloworld.com

The Board of Directors has endorsed a Vigil Mechanism Policy. This policy is geared towards ensuring that the Company's operations are conducted with fairness and transparency, adhering to the utmost standards of professionalism, honesty, integrity, and ethical conduct.

Employees are encouraged to raise concerns internally for resolution, with various channels available for this purpose. The Policy also ensures adequate protection against retaliation and provides access to the Audit Committee. It is uploaded on the Company's website at www.cor-porate.celloworld.com

During the year under review, all contracts, arrangements, and transactions with related parties were conducted in compliance with the provisions of the Companies Act, 2013 and the applicable rules and regulations framed thereun-der. The Company did not enter into any related party transactions that qualified as material, as defined under its Policy on Related Party Transactions.

Further, there were no transactions requiring disclosure in Form No. AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company's website at https://www.corporate.celloworld.com The details of all the transactions with Related

Parties are provided in the accompanying nan-cial statements.

Your Company has duly complied with the provisions of Section 186 of the Companies Act 2013 with respect to the loans, guarantees or investment that has been made during the financial year under review. Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Companies Act 2013 are appended as notes to the

financial statements.

M/s Deloitte Haskins & Sells LLP, the Chartered Accountants (FRN: 117366W/W-100018) were appointed as Statutory Auditors of the Company at the 5th Annual General Meeting held on September 30, 2023 for a term of 5 ( ve) consecutive years from the conclusion of 5th Annual General Meeting till the conclusion of the 10th Annual General Meeting of the Company. The Auditors have con rmed that they are not disqualified from continuing as Auditors of theCompany.

The Auditors' Reports including annexures thereto are self-explanatory and do not call for any further comments and explanations from the Board as there are no quali cations, adverse remarks, reporting of any fraud or disclaimer by the Auditors in their reports.

In accordance with the provisions of Section 134(3) (f) and Section 204 of the Act, the Board appointed M/s. Sarvaiya & Co., Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the FY 2024-25. The report of the Secretarial Auditor is enclosed herewith as Annex-ure VI of this Report. Except for the following, no other observations were made during the year under review, the Company received a notice from the Registrar of Companies (ROC) GOA, which, as represented by the Company, was in continuation of an earlier notice issued prior to the listing of its securities. The said matter had also been disclosed in the placement document issued in connection with the Qualified Institutions Placement (QIP).

Accordingly, no separate intimation was made to the Stock Exchanges, as it was not considered a new event under the Company's materiality policy. NSE and BSE each had levied a ne of 5,900 (including GST) for the delay in ling Related Party Transaction disclosures for the period ending March 31, 2024 which was due to technical glitch. The Company has paid these nes.

M/s. Shah Gohil & Associates, Chartered Accountants was appointed as Internal Auditors of the Company for the F.Y. 2024-25. The reports submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time.

In compliance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, along with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the Financial Year 2024-25, in Form No. MGT-7, is accessible on the Company's website via the following web link: www.corporate.cel-loworld.com.

Additionally, the annual return for the Financial Year 2024-25 will be submitted to the Ministry of Corporate Affairs within the stipulated timelines.

Subsequently, a copy of the led return will be made available on the company's website.

The mandated employee particulars under Section 197(12) of the Act, in conjunction with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided as Annexure VII, forming an integral part of this report.

The statement containing the names of the top ten employees based on remuneration drawn, along with the required particulars of employees under Section 197(12) of the Act, as specified in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure, which is an integral part of this report.

The Company has refrained from accepting any deposits, including from the public, as defined bySection 73 of the Companies Act, 2013, in conjunction with the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there are no details to disclose regarding deposits falling under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

The Company has established robust internal control systems to ensure adherence to policies & procedures, promoting the orderly and efficient conduct of business operations, safeguarding assets, and detecting and preventing frauds and errors. Furthermore, these controls facilitate the accuracy and completeness of accounting records, as well as the timely preparation of dependable financial information. Internal audits and management reviews further enhance the effectiveness of the company's internal controls.

As per the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), your Company has adopted a "Code of Conduct for Prevention of Insider Trading in Securities" (the "Code") and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI")".

All the Directors, employees and third parties such as auditors, consultants etc., who could have access to UPSI related to the Company, are governed by the Code. The trading window is closed as per the PIT Regulations during the time of declaration of financial results and occurrence of any material events as per the Code. Ms. Hemangi Trivedi is the Compliance Officer under the Code. The Code is available on the Company's website at https://www.corporate.celloworld.com COMPLIANCE WITH SECRETARIAL STANDARDS The company has adhered to the secretarial standards on board meetings and general meetings, as issued by the Institute of Company Secretaries of India, applicable to its operations.

COMPLIANCE WITH ACCOUNTING STANDARDS As per requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Accounting Standards, the Company has made proper disclosures in the financial statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Companies Act 2013.

MD and CFO Certificate as prescribed underSchedule II Part B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report forming part of this Annual Report.

The Company has implemented an Anti-Sexual Harassment Policy in accordance with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy is designed to safeguard employees in the work-place and address and resolve issues related to sexual harassment and related matters. An Internal Complaints Committee (ICC) has been established to handle complaints regarding sexual harassment. All employees, including permanent, contractual, temporary, and trainees, are covered by this policy.

The Board af rms that no cases or complaints were led under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

The information on conservation of energy, technology absorption and 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 VIII.

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors con rm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (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 and loss of theCompany for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the annual accounts are prepared on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively. (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.

During the financial year under review: a) There was no issue of equity shares with differential rights as to dividend, voting or otherwise. b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. d) There was no change in the nature of the Business. e) Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company. f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. g) There was no instance of one-time settlement with any Bank or Financial Institution. h) The Company does not have any shares in unclaimed suspense demat account.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

The Board extends its sincere appreciation to customers, distributors, shareholders, and employees for their invaluable cooperation and support, which have significantly contributed to the company's growth and success. The Board looks forward to their continued support in the future, recognizing its importance for the company's sustained progress.