Cellecor Gadgets Limited has completed an investment of USD 29,020,000 (equivalent to INR 275,51,58,800) in its wholly owned subsidiary, Cellecor Gadgets Europe Limited, with the acquisition concluded on 12th May 2026. The company disclosed this development under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, through a communication dated 13th May 2026 addressed to the National Stock Exchange of India Limited.

Investment Background and FCCB Utilisation

The investment forms part of the utilisation of proceeds from Foreign Currency Convertible Bonds (FCCBs) as contemplated under the Offering Circular dated April 14, 2026. The FCCB issuance, approved for an aggregate amount not exceeding INR 300 crore and its equivalent in foreign currency, received in-principle approval from the National Stock Exchange of India Limited bearing No. NSE/LIST/50854 dated September 29, 2025. The allotment of FCCBs was approved in a board meeting held on 27th April 2026, following approval of the offering circular in the board meeting held on 14th April 2026.

Details of Shares Allotted

Pursuant to the investment, Cellecor Gadgets Europe Limited allotted shares to Cellecor Gadgets Limited on 12th May 2026. The following table summarises the cost of acquisition and shares allotted:

About Cellecor Gadgets Europe Limited

Cellecor Gadgets Europe Limited is an existing wholly owned subsidiary of Cellecor Gadgets Limited, incorporated on 16th January 2026 and based in the United Kingdom. The subsidiary operates in the consumer electronics industry. As the company was incorporated in January 2026, no historical turnover data is available. No governmental or regulatory approvals were required for this investment, as it was undertaken under the Automatic Route in terms of the applicable provisions of the Foreign Exchange Management Act, 1999.

Step-Down Subsidiary and Business Expansion

Cellecor Gadgets Europe Limited is intended to further invest in its step-down subsidiary, Cellecor Gadgets Africa Limited. The step-down subsidiary is expected to engage in the business of manufacturing consumer electronics and home appliances. This investment structure reflects the company's stated utilisation plan as outlined in the Offering Circular dated April 14, 2026.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/II/3762/2026 dated January 30, 2026, and was signed by Ravi Agarwal, Managing Director, on behalf of Cellecor Gadgets Limited.

Cellecor Gadgets Limited has successfully concluded its postal ballot process, with shareholders passing a special resolution approving the issuance of up to 3,50,00,000 (Three Crore Fifty Lakh Only) fully convertible warrants on a preferential basis to Ravi Agarwal, Managing Director and Promoter of the company. The postal ballot, conducted through remote e-voting via NSDL, concluded on Thursday, May 07, 2026, with the scrutinizer's report issued on May 08, 2026.

Postal Ballot Overview

The postal ballot notice was dated April 07, 2026, and the remote e-voting window commenced at 09:00 A.M. IST on Wednesday, April 08, 2026, closing at 05:00 P.M. IST on Thursday, May 07, 2026. The cut-off date for determining eligible shareholders was Friday, April 03, 2026. A total of 4,919 shareholders were on record as of the cut-off date. The scrutiny was conducted by Ms. Anu Malhotra, Proprietor of M/s Anu Malhotra & Associates, Practicing Company Secretaries, who was appointed by the Board of Directors at its meeting held on April 07, 2026.

Special Resolution: Preferential Issuance of Fully Convertible Warrants

The sole resolution put to vote was a special resolution concerning the issuance of up to 3,50,00,000 (Three Crore Fifty Lakh Only) fully convertible warrants on a preferential basis to Mr. Ravi Agarwal, Managing Director and Promoter of the company. The promoter and promoter group were noted as interested parties in this resolution. The resolution was passed with the requisite majority.

Voting Results

The following table summarises the category-wise voting outcome for the special resolution:

All votes cast were valid, with zero invalid votes recorded across all shareholder categories.

Scrutinizer's Findings

Scrutinizer Ms. Anu Malhotra confirmed the following breakdown of votes for the special resolution:

The scrutinizer confirmed that all electronic data and relevant records of the e-voting process have been handed over to the Company Secretary for safe keeping. The voting results and scrutinizer's report are accessible on the company's website at www.cellecor.com and on the NSDL e-voting portal at www.evoting.nsdl.com . The results were submitted to the National Stock Exchange of India Limited on May 08, 2026, by Ravi Agarwal, Managing Director.