Craftroot Retail EGM Corrigendum Preferential Issue

Key Amendments to Agenda Item No. 2 (Preferential Issue)

1. Replacement of Proposed Allottee

Original allottee Innovative Infraplus India Limited (Serial No. 8) has been replaced entirely by Andiela Traders LLP
Andiela Traders LLP details:
PAN: ACDFA3495N
Address: 45, Ravinagar Society, Nr. Jivraj Park, Vejalpur Road, Jivraj Park, Ahmedabad, Gujarat 380051
Category: Public Category - Bodies Corporate
Maximum Number of Warrants: 15,83,000
Total Amount: ₹1,74,13,000
Ultimate Beneficial Owner: Mr. Nilesh Patel

2. Updated Utilization Schedule of Proceeds

The tentative timelines for deployment of remaining funds from the preferential issue have been extended from March 2027 to March 2028:

| Particulars | Total Amount (₹ Cr.) | Utilization Timeline |

| Capital Expenditure for business expansion, store establishment, marketing and launching expense | 5 | 25% amount upto December 2026 and remaining amount upto March 2028 |

| Working Capital for Business of the company | 16 | 25% amount upto December 2026 and remaining amount upto March 2028 |

| General Corporate Purpose | 1 | 25% amount upto December 2026 and remaining amount upto March 2028 |

| Total | 22 | |

3. Updated Post-Issue Shareholding Structure

The corrigendum provides detailed pre and post-issue shareholding patterns for all 13 allottees:

Promoter Allottees (Maintain Promoter Status):

Anar Jayeshbhai Patel: Pre-issue 3,46,870 shares (10.35%), Post-issue 24,16,870 shares (10.35%)
Dakshesh Rameshchandra Shah: Pre-issue 3,38,814 shares (10.11%), Post-issue 23,60,814 shares (10.11%)
Sanskruti Patel: Pre-issue 3,04,214 shares (9.08%), Post-issue 21,20,214 shares (9.08%)
Jayeshkumar Patel: Pre-issue 2,56,600 shares (7.66%), Post-issue 17,87,600 shares (7.66%)
Sheetal Shah: Pre-issue 1,85,314 shares (5.53%), Post-issue 12,91,314 shares (5.53%)
Dhruvin Shah: Pre-issue 2,20,114 shares (6.57%), Post-issue 15,34,114 shares (6.57%)
Seher Retail Private Limited: Pre-issue 3,23,974 shares (9.67%), Post-issue 22,57,974 shares (9.67%)

Public Category Allottees (Maintain Non-Promoter Status):

Andiela Traders LLP: Pre-issue 0 shares (0.00%), Post-issue 15,83,000 shares (6.78%)
Shitalnath Consultant Private Limited: Pre-issue 1,13,900 shares (3.40%), Post-issue 19,13,900 shares (8.20%)
Efficient Tie Up Private Limited: Pre-issue 0 shares (0.00%), Post-issue 19,29,000 shares (8.26%)
Kincer Tradewing LLP: Pre-issue 0 shares (0.00%), Post-issue 11,00,000 shares (4.71%)
Vaishudha Traders LLP: Pre-issue 0 shares (0.00%), Post-issue 8,50,000 shares (3.64%)
Qureka Barter LLP: Pre-issue 0 shares (0.00%), Post-issue 9,45,000 shares (4.05%)

The document confirms that there will be no change in management or control of the Company, and no public allottee will transit into the promoter category.

4. Ultimate Beneficial Ownership Disclosure

Updated table of ultimate beneficial owners for corporate allottees:

Seher Retail Private Limited: Dakshesh Shah
Andiela Traders LLP: Nilesh Patel
Shitalnath Consultant Private Limited: Ashvin Trivedi
Efficient Tie Up Private Limited: Deepak Chinubhai Gandhi
Kincer Tradewing LLP: Hardik Patel
Vaishudha Traders LLP: Jitendra Chavda
Qureka Barter LLP: Ilesh Nikhare

5. Web Link Update for PCS Compliance Certificate

The general website link has been replaced with explicit sub-domain storage link: https://nirbhaycolours.com/PCSCertificateCraftroot.pdf

Addition of New Agenda Item No. 3 (Related Party Transactions)

Resolution Text

Approval sought for related party transactions under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations for a period of 5 years with maximum annual limits:

| Seher Retail Private Limited | Purchase and sell of finished retail goods and commercial inventory | 10.00 | 5 |

| Gramshree Women Empowerment | Project execution for retail boutique setups, interior works | 10.00 | 5 |

| Navkar Urbanstructure Limited | Trading and labour services | 10.00 | 5 |

| Shukra Medtech limited | Trading services | 10.00 | 5 |

| Parshva Texchem (India) Private Limited | Trading and labour services | 0.30 | 5 |

Explanatory Statement Details

Total Maximum Exposure: ₹40.3 crore annually for 5 years
Business Rationale: Utilization of preferential issue proceeds for business expansion including retail store footprints, operational spaces, and inventory distribution chain
Relationship Profiles:
Seher Retail Private Limited: Promoter and Private Limited Company where Promoters are Directors & Shareholders
Gramshree Women Empowerment: Private Limited Company where Promoters are Directors & Shareholders
Navkar Urbanstructure Limited: Promoter of a Company
Shukra Medtech limited: Promoter and Director of a Company
Parshva Texchem (India) Private Limited: Company in which Promoters are Directors & Shareholders

Material Terms: All transactions will be at arm's length basis, based on prevailing fair market value pricing with clear credit timelines and standard corporate logistics terms
Voting Restrictions: Related parties shall abstain from voting as required under Companies Act and SEBI Listing Regulations
Interested Parties: Mrs. Anar Patel, Mr. Dakshesh Shah, Mr. Dhruvin Shah, and Ms. Sanskruti Patel (and their immediate relatives) are concerned or interested in the resolution

Compliance Information

Original EGM Notice circulated to Members on October 8, 2026
E-voting period remains unchanged: Monday, November 2, 2026 (09:00 A.M.) to Wednesday, November 4, 2026 (05:00 P.M.)
Compliance with Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Signed by Mahesh Patel, Company Secretary (Membership Number: A22939)

Financial Impact

Preferential issue size: ₹22 crore through 2,00,00,000 convertible equity warrants
Related party transaction approval sought: Up to ₹40.3 crore annually for 5 years
No change in control or management anticipated post-issue