Chatterbox Technologies Ltd Directors Report

TO

THE MEMBERS,

CHATTERBOX TECHNOLOGIES LIMITED

Your directors have pleasure in presenting this 10th Annual Report on the affairs of the Company, together with the audited financial statements of Accounts for the financial year ended March 31st, 2026.

THE FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31st, 2026 is summarized below:

(Amount in Lakhs)

Particulars	As at March 31, 2026	As at March 31, 2025	As at March 31, 2026	As at March 31, 2025
	CONSOLIDATED	CONSOLIDATED	STANDALONE	STANDALONE
Revenue from Operations	8,422.18	5,912.58	8,422.18	5,912.58
Other Income	72.21	32.37	72.21	32.37
Total Income	8,494.39	5,944.95	8,494.39	5,944.95
Less: Expenses other than Finance cost and Depreciation	7,073.04	4,728.7	7,062.47	4,728.7
Profit before finance cost, depreciation & amortization, and tax	1,421.35	1,216.25	1,431.92	1,216.25
Less: Finance Costs	-	-	-	-
Less: Depreciation and amortization expenses	188.61	12.69	188.61	12.69
Profit before Tax	1,232.74	1,203.55	1,243.31	1,203.55
Less: Tax Expenses
Current Tax	297.01	324.96	297.01	324.96
Deferred Tax (Assets)/Liabilities	25.93	-6.97	25.93	-6.97
Profit for the year	909.80	885.56	920.37	885.56
Earning per equity share
Basic	7.41	8.50	7.49	8.50
Diluted	7.41	8.50	7.49	8.50

THE STATE OF COMPANYS AFFAIRS

During the Financial Year 2025-2026, the Total Income of your Company has increased from Rs. 5,944.95 (in Lakhs) to Rs. 8,494.39 (in Lakhs) on standalone basis. The increase in total revenue has been 42.88% over the previous year.

The Profit before tax for the Financial Year 2025-2026 of your Company has increased from Rs. 1203.55 (in Lakhs) to Rs. 1243.31 (in Lakhs) on standalone basis.

The Profit after tax stood at Rs. 920.37 (in Lakhs) for Financial Year 2025-2026 as compared to Rs. 885.56 (in Lakhs) for the Previous Year on standalone basis.

DIVIDEND

The Board of Directors have not recommended any dividend on the equity shares of the Company. The profits for the year have been retained to strengthen the financial position of the Company and to reinvest to meet future business requirements and support the expansion and diversification plans.

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves.

INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred to the Investor Education and protection fund by the Company during this year.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the company.

MAJOR EVENTS IN THE COMPANY

I. Future Prospects:

The Company continues to invest in technology and digital capabilities as part of its growth and diversification strategy. During the year, the Company advanced the development of an edutainment application, which is proposed to be launched during FY 2026-27. The initiative is expected to strengthen the Companys digital ecosystem, broaden its offerings and support new avenues for growth and value creation.

II. Conversion to Listed Company:

During the financial year under review, your Company achieved a landmark milestone with the successful completion of its Initial Public Offering (IPO) and the listing of its Equity Shares on the SME Platform of BSE Limited ("BSE SME"). The Equity Shares of the Company were listed and admitted to trading on the BSE SME Exchange with effect from October 3rd, 2025 marking a defining moment in the Companys growth journey. With the successful listing, the Company transitioned from an unlisted public company to a listed public company, signifying the commencement of a new Chapter of growth, transparency and value creation. The listing has enhanced the Companys corporate profile, strengthened its governance framework, broadened its investor base, and provided greater access to the capital markets.

The Board firmly believes that this milestone will serve as a strong foundation for the Companys sustainable growth and long-term value creation for all its stakeholders

CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31st, 2026 is Rs. 16,00,00,000/- (Rupees Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Rs. 10/- each.

During the financial year under review, pursuant to the successful Initial Public Offering (IPO) of the Company and the allotment of 37,27,200 Equity Shares of Rs. 10/- each, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from Rs. 10,41,66,000, (Rupees Ten Crore Forty-One Lakhs Sixty-Six Thousand) comprising 1,04,16,600 Equity Shares of Rs. 10 each, to Rs. 14,14,38,000 (Rupees Fourteen Crore Fourteen Lakh Thirty Eight Thousand) comprising 1,41,43,800 Equity Shares of Rs. 10 each.

As on March 31st, 2026, the issued, subscribed & paid-up Capital of the Company is Rs. 14,14,38,000 (Rupees Fourteen Crore Fourteen Lakh Thirty Eight Thousand) comprising 1,41,43,800 Equity Shares of Rs. 10/- each.

DEMATERIALISATION OF EQUITY SHARES AND SHARE WARRANTS

The Companys equity shares are in demat through National Securities Depository Limited and Central Depository Services India Limited.

The Equity ISIN No. allotted is: INE1B4801017

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year under review, the Company has made an investment by way of subscription to the share capital of its subsidiary, Chatterbox International Social Media Management L.L.C, incorporated in the United Arab Emirates. Other than this, the Company has not given any loans or guarantees or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statement relates and the date of this report.

SHARE RECONCILIATION AUDIT

As per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015., a qualified Practising Company Secretary conducts a Reconciliation of Share Capital Audit on a quarterly basis to reconcile the total issued and listed share capital of the Company with the total number of equity shares held in dematerialised form with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL).

The Reconciliation of Share Capital Audit confirms that the total issued, listed and paid-up equity share capital of the Company is in agreement with the aggregate number of equity shares held in dematerialised form with NSDL and CDSL.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval.

During the financial year under review, there were no materially significant Related Party Transactions that could have had a potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions in Form AOC-2, pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure A.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.chtrbox.com under investors info.

PARTICULARS OF HOLDING AND SUBSIDIARIES AND ASSOCIATES

The Company has a holding Company namely QYOU Media Inc., Canada holding 50.37% shares of the Company.

During the financial year under review the Company incorporated a subsidiary in Dubai, United Arab Emirates, namely Chatterbox International Social Media Management LLC in January 2026 as part of its strategy to strengthen its international presence and expand its global business operations.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, read with the applicable Rules made thereunder, the Company has prepared the Consolidated Financial Statements, incorporating the financial statements of its subsidiary, which form an integral part of this Annual Report.

The statement (AOC-1) pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, containing the salient features of financial statements of our subsidiary is enclosed as Annexure B being part of the Annual Report.

PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board of Directors of the Company was duly constituted as per provisions of Companies Act, 2013.

I. COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of Chatterbox Technologies Limited is an optimum combination of Executive and Non-Executive Directors, as on March 31st, 2026, The Board of Company consists of Six (6) Directors; 1 Managing Director, 2 Non- Executive Directors, 1 Woman Non-Executive Independent Director, 2 Non- Executive Independent Directors.

As on March 31st, 2026, the Board comprised of the following Directors and KMP:

Sr. No.	Name of Director and KMP	Designation	DIN No/ PAN
1.	RAJ NANDAN MISHRA	Managing Director and Chief Executive Officer	10815241
2.	CURT WAYNE MARVIS	Non-Executive Director	08231593
3.	PRATIK PRAKASH SHAH	Non-Executive Independent Director	10848091
4.	RATNAKAR VENKAPPA RAI	Non-Executive Independent Director	00126309
5.	SANGITA BHAMESH KAMBLE	Non-Executive Independent Director	10130251
6.	KEVIN RICHARD WILLIAMS	Non-Executive Director	10145140
7.	POOJA MEHTA	Chief Financial Officer	BOWPS9024P
8.	PRACHI PARAG KELA	Company Secretary	CBJPB7760A

However, Ms. Prachi Parag Kela resigned from the position of Company Secretary w.e.f. the close of the business hours on April 30th, 2026 and Ms. Shirin Kaur Kohli was appointed as Company Secretary by the Board of Directors after being recommended by Nomination and Remuneration Committee of the Company w.e.f May 4th, 2026.

II. RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Mr. Kevin Richard Williams (DIN 10145140), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offered himself for re-appointment. Accordingly, the proposal of his re-appointment has been included in the Notice conveying the Annual General Meeting of the company.

A brief resume of directors seeking re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorships, membership, chairmanship of committees of the respective Boards, shareholding and relationship between directors as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

As per Section 173 of the Companies Act 2013, read with the rules made thereunder, the dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations 2015 (as amended). The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

The Board met 15 times during the financial year 2025-2026 on June 12th, 2025, August 29th, 2025, September 03rd, 2025, September 09th, 2025, September 18th, 2025, September 19th, 2025, September 24th, 2025, September 29th, 2025, September 30th, 2025, October 10th, 2025, October 24th, 2025, November 06th, 2025, December 02nd, 2025, February 09th, 2026 and March 25th, 2026.

Sr. No.	Name of Director	Category/ Status of Directorship	Attendance of Board Meeting		No. of Equity Shares held in the Company as on March 31st, 2026
			No of Meetings which directors was entitled to attend	No of Meetings attended
1.	RAJ NANDAN MISHRA	Managing Director, Chief Executive Officer	15	15	14,17,500
2.	CURT WAYNE MARVIS	Non-Executive Director	15	13	NIL
3.	PRATIK PRAKASH SHAH	Non-Executive Independent Director	15	12	NIL
4.	RATNAKAR VENKAPPA RAI	Non-Executive Independent Director	15	12	NIL
5.	SANGITA BHAMESH KAMBLE	Non-Executive Independent Director	15	11	NIL
6.	KEVIN RICHARD WILLIAMS	Non-Executive Director	15	3	NIL

NUMBER OF GENERAL MEETINGS

During the financial year 2025-26, Company has conducted following general meeting:

Sr. No.	Particulars	Date of Meetings
1	Annual General Meeting	09/09/2025

COMMITTEES OF THE BOARD

The Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:

1. Audit Committee

2. Stakeholder Relationship Committee

3. Nomination and Remuneration Committee

AUDIT COMMITTEE

The Audit Committee of the Board met Five (05) times during the financial year. The maximum time gap between two consecutive meetings was not more than 120 days. All members of the Audit Committee possess strong knowledge of accounting and financial management.

Composition of Audit Committee mentioned below:

Sr. No.	Name of the Director	Designation	Position in Committee	No of Meetings which directors was entitled to attend	No. of meeting attended during the year
1.	Ms. Sangita Bhamesh Kamble	Non-Executive Independent Director	Chairperson	5	5
2.	Mr. Ratnakar Venkappa Rai	Non-Executive Independent Director	Member	5	5
3.	Mr. Pratik Prakash Shah	Non-Executive Independent Director	Member	5	5
4.	Mr. Raj Nandan Mishra	Managing Director	Member	5	4

The terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013. The role of the Audit Committee is to provide oversight over the accounting systems, financial reporting, and internal controls of the Company. The powers and role of the Audit Committee are as set out in the SEBI (LODR) and Section 177 of the Companies Act, 2013.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company met One (01) time during the F.Y. 2025-2026. The Composition of Committee in Committee meeting are mentioned below:

Sr. No.	Name of the Director	Designation	Position in Committee	No of Meetings which directors was entitled to attend	No. of meeting attended during the year
1.	Ms. Sangita Bhamesh Kamble	Non-Executive Independent Director	Chairperson	1	1
2.	Mr. Ratnakar Venkappa Rai	Non-Executive Independent Director	Member	1	1
3.	Mr. Pratik Prakash Shah	Non-Executive Independent Director	Member	1	1

The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non- monetary outlay.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee met once in the F.Y. 2025-2026 and the composition of the committee are mentioned below:

Sr. No.	Name of the Director	Designation	Position in Committee	No of Meetings which directors was entitled to attend	No. of meeting attended during the year
1.	Ms. Sangita Bhamesh Kamble	Non-Executive Independent Director	Chairperson	1	1
2.	Mr. Ratnakar Venkappa Rai	Non-Executive Independent Director	Member	1	1
3.	Mr. Pratik Prakash Shah	Non-Executive Independent Director	Member	1	1

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried-out the evaluation of its own performance, individual Directors, its committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

AUDITORS

I. STATUTORY AUDITORS

The Members at the 8th Annual General Meeting of the Company held on 30th September, 2024, had appointed M/s. Joy Mukherjee and Associates, Chartered Accountants (FRN: 006792C) as the Statutory Auditors of the Company to hold office from the conclusion of the 8th Annual General Meeting till the conclusion of 13th Annual General Meeting to be held in the year 2029.

The Auditors have issued their report on the Financial Statements for the Financial Year ended March 31st, 2026, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

II. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 M/s. Sandip Shah & Co, Chartered Accountants (FRN: 133680W) Mumbai, were appointed as Internal Auditors of the Company. The Internal Auditors carry out audit assignments covering areas as approved by the Board of Directors and the Audit Committee. The Audit Committee of the Board of Directors reviews the findings of the Internal Auditors on a regular basis.

III. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Govind Jaiswal & Company, Practicing Company Secretaries (CP No. 19954) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31st, 2026.

Accordingly, the Secretarial Audit Report given by M/s. Govind Jaiswal & Company, Jaipur for the F.Y. 2025-26 is annexed herewith Annexure C. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self - explanatory and do not call for any further explanation/clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

IV. COST AUDITOR

The provisions of Section 148 of the Companies Act, 2013 with respect to appointment of Cost auditor are not applicable to the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company. The program also intends to update the Directors on a regular basis on any significant changes therein to be in a position to make well-informed and timely decisions. The policy on familiarization program for Independent Directors is placed on www.chtrbox.com

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the SEBI (LODR) confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 (as amended) and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2025-26.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct for Directors and Employees for the Financial Year 2025-26.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA") towards the inclusion of their names in the data bank maintained with it and they are exempted from the requirements of the proficiency self-assessment test. All the Independent Directors have given their declarations stating that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the rules made thereunder and in the opinion of the Board, the Independent Directors meet the said criteria.

REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015

INTERNAL FINANCIAL CONTROL

The Company is a listed public company and has, in all material respects, adequate internal financial controls over financial reporting, and all the financial transactions are generally done with proper information to and authorization of the Board. Adequate information in respect of each major item of income and expense is pre-informed by the Board and proper approvals are obtained. The Company has, in all material respects, adequate internal financial control over financial reporting and the same are operating effectively. The internal financial controls commensurate with the nature and size of business of the Company and the same has been confirmed by the Auditors in their report on the Financial Statements of the Company for the reporting period.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy, which provides a robust framework for dealing with genuine concerns and grievances, and the policy is uploaded on the company website i.e. https://chtrbox.com/investors.

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) read with the Companies (Management and Administration) Rules, 2014 of the Act, the Annual Return of the Company for the financial year March 31st, 2026 in Form MGT-7 is made available on the website of the Company i.e. www.chtrbox.com.

CHANGE OF THE REGISTERED OFFICE OF THE COMPANY

Subsequent to the close of the financial year ended March 31st, 2026, the Registered Office of the Company was changed from Unit No. 101 Vip Plaza Co-Operative Premises Society Ltd, Andheri New Link Road, Opp. Infinity Mall, Behind Crystal Plaza, Andheri West, Mumbai - 400053 to Unit No. 1101 & 1102, 11th Floor, Lotus signature, Off Veera Desai Road, Andheri West, Mumbai -400053 with effect from April 1st, 2026, pursuant to the provisions of the Companies Act, 2013. The necessary approvals were obtained, and the Registrar of Companies has taken the same on record.

The change in the Registered Office was undertaken to facilitate better administrative efficiency and operational convenience. This change does not have any material impact on the financial position or operations of the Company.

CEO AND CFO CERTIFICATION

The Chief Executive Officer and the Chief Financial Officer also give yearly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the SEBI (LODR). The Annual Certificate given by Chief Executive Officer and the Chief Financial Officer is attached, Annexure D.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, for the year under review is annexed to this report - Annexure E.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report - Annexure F.

PREVENTION OF INSIDER TRADING

In accordance with Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, ("Insider Trading Regulations"), the Company has put in place a Code, which provides for procedure to be followed by Designated Persons for trading in securities of the Company including pre- approval, reporting and restrictions on contra trade. The Code also contains processes to ensure safeguards against leakage of Unpublished Price Sensitive Information ("UPSI") of the Company.

The updated Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information is disclosed on its website of the Company i.e. www.chtrbox.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, based on the knowledge and belief and the information and explanations obtained, directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31st, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. Such accounting policies selected and applied 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 for the financial year ended March 31st, 2026 and of the profit and loss of the company for that period;

c. Proper and sufficient care has been taken 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. Annual accounts for the financial year ended March 31st, 2026 have been prepared on a going concern basis;

e. Internal financial controls have been laid down and followed by the company and that such internal financial controls are adequate and operating effectively; and

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company has been complying with the principles of Good Corporate Governance over the years and is committed to the highest standards of Compliance.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirements specified in Regulations 17 to 27, and clauses (b) to (i) of Regulation 46(2), and Para C, D and E of Schedule V shall not apply to a listed entity which has listed its specified securities on the SME Exchange.

Chatterbox Technologies Limited, having listed its equity shares on the SME Platform of BSE Limited, is accordingly exempt from the requirement to prepare and publish a separate Corporate Governance Report as part of this Annual Report.

Notwithstanding this exemption, the Company remains committed to maintaining high standards of corporate governance, and the composition of the Board of Directors, its Committees, and related disclosures are set out in the Directors Report forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Companys CSR Policy and the initiatives undertaken during the year under review are summarized in the Annexure G is attached to this Report, formatted as per the prescribed guidelines in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

The CSR Policy is also accessible on the Companys website at https://chtrbox.com/investors. In compliance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended by the CSR Amendment Rules, 2021, the Company is exempt from constituting a separate CSR Committee, as the CSR expenditure obligation for the relevant year does not exceed Rs. 50 lakhs. Consequently, the Board has performed the functions typically undertaken by the CSR Committee.

COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i. e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["Listing Regulations"] is presented in a separate section, forming part of the Annual Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Further details are as follows:

Sr. No.	Particulars	Status
1.	No. of Complaints of Sexual Harassment received in the year	Nil
2.	No. of Complaints disposed of during the year	Nil
3.	No. of cases pending for more than Ninety days	Nil

During the year under review, the Company did not receive any complaint regarding sexual harassment.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all the provisions of the Maternity Benefit Act, 1961, and has extended statutory benefits, including paid maternity leave and other entitlements, to eligible women employees during the financial year.

RISK MANAGEMENT AND ANALYSIS

A key factor in determining a Companys capacity to create sustainable value is the risks that the Company is willing to take at the strategic and operational levels and its ability to manage them effectively.

Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed. In our company, audit committee has an additional oversight in the area of financial risks and its controls. The management of the Company from time to time is identifying other major operational risks.

However, constitution of Risk Management Committee is not applicable as it is applicable to top 1000 listed companies only.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER AN INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors and members during the year under review.

Finally, yet importantly, your directors wish to place on record their warm appreciation to you for your continuous support and encouragement.

On behalf of the Board of Directors

For Chatterbox Technologies Limited

Sd/-

Curt Wayne Marvis

Non-Executive Director

DIN: 08231593

Sd/-

Raj Nandan Mishra

Managing Director

DIN: 10815241

Date: 25th August, 2026

Place: Los Angeles