Chatterbox Technologies Ltd

Chatterbox Technologies Ltd — Trading Window closes from Oct 1, 2026 in connection with half-year ended Sept 30, 2026 unaudited results; remains closed until 48 hours after declaration of the Unaudited Financial Results (Standalone and Consolidated) for the half year ended Sept 30, 2026

AGM Details

• AGM held on Thursday, 24 September 2026 at 10:00 AM via VC/OAVM.
• Record date fixed as 17 September 2026.

Key Resolutions

• Resolution 1: Adopt audited standalone and consolidated financial statements for year ended 31 March 2026; ordinary.
• Resolution 2: Re-appoint Mr. Kevin Richard Williams as Non-Executive Director by rotation; ordinary.

Voting Results

• Resolution 1: Passed with 100% in favour; 8,745,612 votes for, none against.
• Resolution 2: Passed with 100% in favour; 8,745,612 votes for, none against.

Dividend

• Dividend: No dividend proposed or declared.

Directors

• Only rotation-based re-appointment of the existing Non-Executive Director; no other changes.

AGM Details

• Date and time: 24 September 2026, 10:00 AM IST; mode: VC/OAVM.
• Venue: registered office, Unit 1101-1102, 11th Floor, Lotus Signature, Andheri West, Mumbai.
• Remote e-voting window: 20-09-2026 09:00 to 23-09-2026 17:00 IST.
• AGM concluded at 10:24 AM IST.

Key Resolutions

• Adopt audited standalone and consolidated financial statements (Ordinary) — outcome pending.
• Re-appointment of Mr. Kevin Richard Williams as Non-Executive Director (Ordinary) — outcome pending.

Voting Status

• Resolution 1: voting outcome pending; results to be disclosed within 2 working days.
• Resolution 2: voting outcome pending; results to be disclosed within 2 working days.

Auditors

• Statutory Auditor Joy Mukherjee and Associates issued an unmodified audit opinion.
• Secretarial Auditor Govind Jaiswal & Company issued an unmodified Secretarial Audit Report.

Director Changes

• Re-appointment of Kevin Richard Williams as Non-Executive Director; retires by rotation.

Financial performance

• Consolidated revenue from operations: 8,422.18 Lakhs (FY26).
• Total income: 8,494.39 Lakhs; profit before tax: 1,232.74 Lakhs.
• Profit after tax (consolidated): 909.80 Lakhs.
• Domestic revenue share: 82%; export share: 18%.
• Export revenue: ₹1,114.36 Lakhs; domestic revenue: ₹6,907.81 Lakhs.
• IPO proceeds raised: ₹42.86 Cr; utilised ₹23.58 Cr; unutilised ₹19.28 Cr.
• Cash and bank balances year-end: ₹6.01 Cr.
• Share capital after IPO: ₹14.14 Cr; authorised capital: ₹16.00 Cr.
• QYOU Media holds 50.37%; Raj Mishra holds 10.02%.
• Dividend declared: none; company remains debt-free.

IPO and capital structure

• IPO completed in Oct 2025; listed on BSE SME.
• New shares issued: 3,72,200; total paid-up shares: 1,41,43,800.
• Authorized capital: ₹16 Cr; securities premium balance: ₹31.49 Cr.
• Share premium utilised toward IPO: ₹39.13 Cr; balance ₹31.49 Cr at year-end.
• ISIN: INE1B4801017; dematerialised with NSDL/CDSL.
• Unutilised IPO proceeds held in Axis Bank fixed deposits.

Strategy and growth

• Two service verticals: Chtrbox (influencer marketing) and Chtrsocial (SMM).
• Specialised sub-verticals: Youth, Bharatbox, Chtr International.
• Dubai hub established; UAE subsidiary incorporated Jan 2026 to pursue MEA markets.
• Plan to strengthen in-house studio and analytics for end-to-end solutions.
• Geographic expansion across India, with focus on Southern India.
• Cross-selling across services to deepen client relationships.

Governance & internal controls

• Board comprises six directors; one woman independent director.
• Audit Committee chaired by Sangita Kamble; members include Ratnakar Rai and Pratik Shah.
• Statutory Auditor: Joy Mukherjee & Associates; Internal Auditor: Sandip Shah & Co.
• Secretarial Auditor: Govind Jaiswal & Company; CEO/CFO certification provided with results.

Related party transactions

• QYOU USA Inc. revenue from sales: ₹450.00 Lakhs.
• KMP salaries: Raj Mishra ₹60.00 Lakhs; Pooja Mehta ₹53.50 Lakhs; Prachi Kela ₹7.20 Lakhs.
• Intercompany expenses: QYOU Media India Pvt Ltd charged ₹594.00 Lakhs.
• Intercompany interest: ₹18.94 Lakhs; intercompany balances receivable ₹594.00 Lakhs.

Risks and outlook

• Working capital intensity; trade receivables rose to ₹2636.76 Lakhs; provision for doubtful debts ₹9.70 Lakhs.
• Geographic and regulatory risks with international expansion; FX exposure considerations.
• Outlook: client diversification, higher-margin offerings, and growing international footprint.

CSR and regulatory disclosures

• CSR expenditure: ₹17.10 Lakhs; 2% of average net profits; ARH (PAN: AAGTA7003B) implementing agency.
• CSR policy on the website; no separate CSR committee due to threshold.
• No unspent CSR funds; compliance with CSR rules and monitoring agency reporting.

Key Decisions

• Re-appoint Kevin Richard Williams as Non-Executive Director; retires by rotation; no effective date stated.
• Draft notice for 10th AGM for FY ended 31 Mar 2026 approved.
• Secretarial audit report for FY ended 31 Mar 2026 noted.
• Draft Board's Report for FY ended 31 Mar 2026 approved.
• 10th Annual Report for FY ended 31 Mar 2026 approved.
• Appointed Rajan Dashrath Narkar as Scrutinizer for AGM voting.
• Realignment of issue proceeds within Manpower Costs.

Price movement clarification

• Company states no specific event or undisclosed material information justifies recent price movement; market-driven factors cited.
• Affirms compliance with Regulation 30 of SEBI LODR and timely disclosures.
• No material information remains undisclosed as of date; will notify Stock Exchange of any material development.

Issue overview

• Type: IPO of Equity Shares.
• Total issue size and net proceeds: not disclosed in this excerpt.
• Main use-of-proceeds objectives are not specified in the excerpt.

Utilisation of proceeds

• No funds were utilized towards this object during the reporting period.
• All completion/delay/reason fields shown as NA.
• No favorable or unfavorable events observed affecting viability.

Governance and compliance

• No material events or information impacting viability observed.
• Approvals status not stated in excerpt.

GCP

• GCP details not presented.

Fund utilisation summary

• Purpose: Statement of Deviation/Variation in IPO fund utilisation for quarter ended June 30, 2026.
• Mode of fund raising: Public Issues / Rights Issues / Preferential Issues.
• Funds raised: Rs. 42.86 crores; window opened 25 Sept 2025 to 29 Sept 2025.
• Monitoring agency: Acuité Ratings and Research Limited.
• Deviation in use of funds: No.
• Audit committee comments: No comments.
• Status of utilisation: Partly utilised; remaining funds unutilised as of 30 June 2026.
• Notes: Delays in several objects; no deviation approved.

Key resolutions

• Approved Monitoring Agency report and audit certificate on deviation/variation of funds for quarter ended June 30, 2026.
• Approved closure of Public Issue Account No. 925020032106471 with Axis Bank Limited.
• Approved closure of Anchor Investor RA/c 925020032106497 with Axis Bank Limited.
• Approved closure of Anchor Investor NRA/c 925020032106510 with Axis Bank Limited.
• Approved closure of Refund A/c 925020032106549 with Axis Bank Limited.