Craftroot Retail Limited has formally responded to a warning letter issued by BSE Limited regarding non-compliance with specific SEBI regulations tied to the company's recent name change. The letter, referenced as DCS/NC/TS/WL/011/2026-2027 and dated June 01, 2026, cites violations of Regulation 45(1) and Regulation 45(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board attributed the lapse to a change in management and control following an open offer process, characterizing the non-compliance as inadvertent rather than intentional.

The Board of Directors reviewed the warning letter and the circumstances leading to the non-compliance during its meeting held on June 13, 2026. In its response to the exchange, the company confirmed that necessary systems and internal controls have been strengthened to ensure strict adherence to the SEBI (LODR) Regulations, 2015 and to prevent recurrence. The Company Secretary and Compliance Officer, Mahesh Patel, submitted the formal compliance response to BSE Limited.

Regulatory Details

The warning letter specifically addresses procedural lapses connected to the change of the company's name from "Nirbhay Colours India Limited" to "Craftroot Retail Limited". The company has reaffirmed its commitment to maintaining high standards of corporate governance and regulatory compliance.

Craftroot Retail Limited reported a net profit of ₹2.22 crore for the financial year ended March 31, 2026, a significant increase from ₹0.73 crore in the previous year. The board of directors recommended a final dividend of ₹0.05 per equity share for FY26, subject to shareholder approval. The company also approved the appointment of several directors and the reconstitution of its board committees during the meeting held on May 27, 2026.

Financial Performance

The company's revenue from operations for FY26 stood at ₹2.76 crore, compared to ₹2.86 crore in the previous year. For the quarter ended March 31, 2026, revenue from operations was ₹0.53 crore. Total revenue for the year was ₹0.85 crore. The statutory auditors, A. L. Thakkar & Co., issued an unmodified opinion on the audited financial results.

Board Decisions and Appointments

The board approved the appointment of Mrs. Anar Jayesh Patel as Managing Director and Mr. Dakshesh Shah as Chief Financial Officer, effective May 27, 2026, subject to shareholder approval. Additionally, the board appointed Mr. Dhruvin Shah, Ms. Sanskruti Jayesh Patel, and four independent directors—Ms. Ritu Kapoor, Mr. Dinesh Chauhan, Mr. Sarjeevansingh Rathore, and Mr. Ashvin Shantilal Trivedi—as additional directors for a term of five years.

Committee Reconstitution

The board approved the reconstitution of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee. Ms. Ritu Kapoor was appointed as the Chairperson of all three committees.