Notice of EGM: authorised share capital increase and issue of up to 2,00,00,000 convertible equity warrants proposed

Craftroot Retail has sent shareholders the notice of an Extra-Ordinary General Meeting on Thursday, November 05, 2026 at 12.00 P.M. IST, to be held through video conferencing.

Thu 8 Oct 2026

Warrant Issue Size

up to 2,00,00,000 Convertible Equity Warrants at ₹11/- per warrant, aggregating up to ₹22,00,00,000/-

Authorised Share Capital Increase

from ₹3,50,00,000/- to ₹23,50,00,000/-

EGM Date

Thursday, November 05, 2026 at 12.00 P.M. IST

The company has circulated the notice of an Extra-Ordinary General Meeting (EGM) to its members. The meeting is scheduled for Thursday, November 05, 2026 at 12.00 P.M. IST and is to be held through video conferencing or other audio-visual means. Two special resolutions are placed before the members.

Resolution 1: Increase in authorised share capital

• The company proposes to increase its authorised share capital from ₹3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) to ₹23,50,00,000/- (Rupees Twenty-Three Crores Fifty Lakhs Only).
• The number of equity shares it is authorised to issue therefore goes up from 35,00,000 (Thirty-Five Lakhs) Equity Shares of ₹10/- each to 2,35,00,000 (Two Crores Thirty-Five Lakhs) Equity Shares of ₹10/- each.
• Authorised capital is the ceiling up to which a company may issue shares. It is a enabling step and is not money already raised.

Resolution 2: Issue of convertible equity warrants on a preferential basis

• The company proposes to create, issue and allot up to 2,00,00,000 (Two Crore) Convertible Equity Warrants on a preferential basis to promoters and non-promoters (public category) for cash consideration.
• Price: ₹11/- per warrant, which includes a premium of ₹1/-.
• Total consideration: up to ₹22,00,00,000/- (Rupees Twenty-Two Crores Only).
• Payment terms: 25% (Twenty-Five Per Cent) of the warrant issue price is payable by the warrant holder on or before allotment, and the balance 75% (Seventy-Five Per Cent) is payable at the time of exercise of the option.
• Tenure: not exceeding Eighteen months from the date of allotment. If the right attached to the warrants is not exercised within that period, the unexercised warrants lapse and the amount paid at the time of subscription stands forfeited.
• Until exercised and converted into equity shares, the warrants do not give the holder any rights of an equity shareholder of the company.
• The equity shares allotted on exercise of the warrants will rank pari-passu with the existing fully paid-up equity shares, including dividend.
• The relevant date for the purpose of calculating the floor price for the equity shares on conversion is Tuesday, October 06, 2026, i.e. 30 (thirty) days prior to the date of the EGM.
• The pre-preferential allotment shareholding of the warrant holder will be subject to lock-in as per the ICDR Regulations.

Who are the proposed allottees?

• Thirteen names are set out in the notice: six promoter individuals (Anar Patel, Dakshesh Shah, Sanskriti Patel, Jayeshkumar Patel, Sheetal Shah and Dhruvin Shah), one promoter body corporate (Scher Retail Private Limited) and six public category body corporates (Innovative Infraplus India Limited, Shitalnath Consultant Private Limited, Efficient Tie Up Private Limited, Kincer Tradewing LLP, Vaishudha Traders LLP and Qureka Barter LLP).
• The largest single proposed allotment in the table is 20,70,000 warrants to Anar Patel, and the smallest is 8,50,000 warrants to Vaishudha Traders LLP.
• The table total is 2,00,00,000 warrants for ₹22,00,00,000.
• 25% of the total consideration is to be paid by the allottee on or before allotment of the warrants, and the balance 75% at the time of exercise of the option.

How a retail shareholder can read this

• The warrant issue is a proposal for fresh funds. The company would receive money only as and when subscription amounts are paid: 25% on or before allotment and 75% at exercise.
• If all warrants are converted, the number of equity shares of the company will rise, which means the existing holding would represent a smaller proportion of the total share capital.
• Warrants carry no voting rights until they are converted into equity shares.

Voting details

• The cut-off date for e-voting is Thursday, October 29, 2026.
• Remote e-voting runs from Monday, November 02, 2026 at 09:00 A.M. IST to Wednesday, November 04, 2026 at 05:00 P.M. IST.
• Members may also vote through the e-voting system during the video conferencing meeting.

Since the proposals are special resolutions, they require the approval of members at the EGM before they take effect.

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