Craftroot Retail seeks approval for Rs 70 crore yearly RPTs

Craftroot Retail Limited is seeking shareholder approval to conduct purchases, sales and services transactions with five promoter-linked entities for up to Rs 70 crore in each financial year over five financial years. The largest proposed ceiling is Rs 30 crore a year for Parshva Texchem (India) Private Limited, while the other four entities each have Rs 10 crore limits.

What approval is Craftroot Retail seeking from shareholders?

Craftroot Retail is seeking approval for material related-party transactions under Section 188 of the Companies Act, 2013, and Regulation 23 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015. Its board approved the addition of the special business as Item No. 3 to a corrigendum-cum-addendum to the Extraordinary General Meeting notice on October 31, 2026.

The proposed authority covers five financial years and has maximum annual values that total Rs 70 crore. The filing describes the arrangements as purchases and sales of goods or services rather than as one contract or a commitment to spend the full amount. The stated limits are approval ceilings, not transaction values reported for a completed period.

The board considered the proposal alongside unaudited results for the quarter and half year ended September 30, 2026. The October 31 meeting began at 5 pm and concluded at 6.10 pm, according to the disclosure filed with BSE Limited.

Which parties would have the biggest annual limits?

Parshva Texchem (India) Private Limited would have the largest limit at Rs 30 crore per financial year, or three times the Rs 10 crore ceiling proposed for each of the other four counterparties. Craftroot Retail describes Parshva Texchem as a company in which promoters are directors and shareholders, and identifies Mr. Dakshesh Shah and relatives as interested directors or key managerial personnel.

Seher Retail Private Limited, Gramshree Women Empowerment, Navkar Urbanstructure Limited and Shukra Medtech limited would each have annual transaction caps of Rs 10 crore. Together, their four limits total Rs 40 crore, compared with Rs 30 crore for Parshva Texchem. All five proposed arrangements have a stated tenure of five financial years.

For Seher Retail, Craftroot Retail identifies Mrs. Anar Patel and Mr. Dakshesh Shah as interested directors or key managerial personnel. It names Mrs. Anar Patel and her relatives in relation to Gramshree Women Empowerment, Mr. Dakshesh Shah and relatives for Navkar Urbanstructure, and both Mrs. Anar Patel and Mr. Dakshesh Shah for Shukra Medtech.

What goods and services would Craftroot Retail transact?

Craftroot Retail proposes to procure and supply finished retail goods and commercial inventory through Seher Retail under a Rs 10 crore annual cap. The company says the arrangement is intended to manage available resources, facilitate access to essential products, support operations and reduce investment.

Gramshree Women Empowerment would provide project execution for retail boutique setups, interior infrastructure work and aesthetic fabrications, also within a Rs 10 crore annual limit. Craftroot Retail says the purpose is to use specialised branding and setup expertise tailored to the “Craftroots” brand style while avoiding heavy upfront design overheads.

Navkar Urbanstructure and Shukra Medtech would each undertake purchases and sales of services described in the filing as trading and labour, with Rs 10 crore maximum annual values. Craftroot Retail says these arrangements are intended to enhance or streamline resource deployment and provide access to essential product lines without deep investment setups.

Parshva Texchem would handle purchases and sales of goods and services described as trading and labour, under the Rs 30 crore cap. That limit is greater than the combined Rs 20 crore annual ceiling for Navkar Urbanstructure and Shukra Medtech, although the filing does not split Parshva Texchem's ceiling between goods, services, trading and labour.

How does Craftroot Retail say the transactions would be priced?

Craftroot Retail says the Seher Retail, Navkar Urbanstructure, Shukra Medtech and Parshva Texchem arrangements would use prevailing fair-market-value pricing, clear credit timelines and standard corporate logistics terms on an arm’s-length basis. The disclosure does not provide price formulas, credit-day limits or minimum purchase volumes for the four arrangements.

For Gramshree Women Empowerment, Craftroot Retail says execution would be based on standard material-procurement costs, architectural deliverables and commercial parameters, also on an arm’s-length basis. Its Rs 10 crore annual ceiling would apply for five financial years, but the document does not disclose payment schedules or values transacted to date.

The terms therefore set approval parameters for several types of retail, setup, trading and labour activity rather than publishing a product-by-product pricing schedule. The Rs 70 crore aggregate annual ceiling is the sum of maximum values across five separate counterparties, not a disclosed forecast of actual annual purchases or sales.

How do the proposed caps compare with reported balance-sheet figures?

Craftroot Retail's Rs 70 crore aggregate annual cap exceeds its total assets of Rs 31.19 crore at September 30, 2026. Total assets were Rs 31.21 crore at March 31, 2026, a decrease of Rs 0.02 crore, although an approval cap is not equivalent to assets, revenue or a liability.

Trade receivables stood at Rs 23.67 crore at September 30, 2026, down from Rs 25.10 crore at March 31, 2026. Trade payables declined to Rs 25.85 crore from Rs 26.33 crore over the same period, while inventory was unchanged at Rs 2.61 crore on both dates.

For the quarter ended September 30, 2026, Craftroot Retail reported revenue from operations of Rs 37.50 lakh, compared with nil revenue in the quarter ended June 30, 2026. The company states that it operates in a single segment, and its statutory auditors issued an unqualified review opinion on the September-quarter results.

Conclusion

Craftroot Retail is seeking five-year authority for up to Rs 70 crore of annual transactions with five promoter-linked entities. The proposed structure gives Parshva Texchem the largest allocation at Rs 30 crore, while Seher Retail, Gramshree Women Empowerment, Navkar Urbanstructure and Shukra Medtech would each have Rs 10 crore ceilings covering goods, services, retail setup work, trading or labour.

The next disclosed step is shareholder consideration of the added special business in the corrigendum-cum-addendum to the Extraordinary General Meeting notice. If shareholders approve the authority, the key unresolved matters in the filing are the actual amounts used against each annual cap, the transaction mix by counterparty, and the detailed commercial terms applied over the five-financial-year tenure.