Shadowfax Technologies Completes Acquisition of Criticalog India, Making it Wholly Owned Subsidiary

Shadowfax Technologies Limited has completed the acquisition of remaining equity shares in Criticalog India Private Limited (CIPL), making it a wholly owned subsidiary. The transaction was completed in April 2026 as part of a strategic initiative to strengthen the company's logistics capabilities.

Acquisition Details

The acquisition involves the purchase of 2,572 equity shares of CIPL at ₹29,592 per share, representing 10.41% of the company's paid-up share capital. This represents the final tranche of a three-phase acquisition process initiated under a share purchase agreement dated November 22, 2024.

Parameter: Details Shares Acquired: 2,572 equity shares Price per Share: ₹29,592 Shareholding Percentage: 10.41% of paid-up share capital Transaction Type: Cash consideration Completion Timeline: April 2026

Previous Acquisition Phases

As disclosed in the company's prospectus dated January 22, 2026, Shadowfax had previously acquired two tranches of CIPL shares. By January 22, 2026, the company had acquired:

6,716 CIPL equity shares (representing 72.31% of equity shareholding)

15,417 CIPL preference shares (representing 100% of preference shareholding)

Total consideration for previous tranches: ₹481.55 million

Combined representation: 89.59% of total shareholding on fully diluted basis

About Criticalog India

Criticalog India Private Limited operates in the logistics sector, specializing in comprehensive supply chain solutions. The company's business activities include:

Freight management and forwarding

Air and road express delivery services

Intermodal transportation

Warehousing solutions

Customs house clearance

Trade compliance services

Supply chain management

Financial Performance

CIPI has demonstrated consistent revenue growth over the past three years:

Financial Year: Turnover (₹ million) FY25: 1,080.53 FY24: 919.94 FY23: 929.23

Strategic Impact

The acquisition aligns with Shadowfax's strategic objectives to enhance its logistics capabilities. The company stated that the acquisition is intended for strategic initiatives and to strengthen capacity for handling high-value, critical shipments effectively. The transaction falls within the definition of related party transactions, though promoters and group companies have no additional interest beyond existing shareholding in CIPL.

Regulatory Compliance

The acquisition was conducted in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. No additional governmental or regulatory approvals were required for completing this transaction. The company has fulfilled all disclosure requirements under the SEBI Master Circular dated January 30, 2026.

Shadowfax Technologies Limited has issued a comprehensive postal ballot notice seeking shareholder approval for significant amendments to its Employee Stock Option Plan. The company communicated the detailed notice to stock exchanges on April 07, 2026, following the initial board approval on April 01, 2026.

Newspaper Advertisement Publication

The company has published newspaper advertisements regarding the postal ballot notice and remote e-voting details in compliance with regulatory requirements. The advertisement was published in Financial Express (English) and Vishwavani (Kannada) on April 08, 2026, as communicated to stock exchanges under Regulation 30 and 47 of SEBI Listing Regulations.

Publication Details: Information English Newspaper: Financial Express Regional Newspaper: Vishwavani (Kannada) Publication Date: April 08, 2026 Website Availability: shadowfax.in/investor-relations

E-Voting Schedule and Process

The company has established a structured timeline for the postal ballot process with remote e-voting facility:

Parameter: Details Cut-off Date: Friday, April 03, 2026 E-voting Start: Wednesday, April 08, 2026 at 09:00 A.M. (IST) E-voting End: Thursday, May 07, 2026 at 05:00 P.M. (IST) Service Provider: KFin Technologies Limited Event Number: 9520

Special Resolutions for Approval

Shareholders will vote on two special resolutions related to the SFX ESOP 2016:

Resolution No.: Description Type 1: Amendment and ratification of SFX ESOP 2016 Special Resolution 2: Extension of benefits to subsidiary employees Special Resolution

ESOP Plan Details

The postal ballot notice provides comprehensive details about the current status of the SFX ESOP 2016:

Metric: Number of Options Total Approved Options: 5,30,38,365 Options Exercised (up to March 31, 2026): 3,59,98,353 Available Options: 1,70,40,012 Ungranted Options: 20,10,513

Regulatory Compliance Framework

The postal ballot process adheres to multiple regulatory requirements including Sections 108 and 110 of the Companies Act, 2013, SEBI Listing Regulations, and MCA Circulars. The company has appointed Mr. Pramod S M (FCS No.: 7834, CP No.: 13784) or alternatively Mr. Biswajit Ghosh (FCS: 8750, CP No.: 8239) from M/s. BMP & Co. LLP as scrutinizers for the voting process.

Stock Exchange Communication

The notice was formally communicated to both NSE and BSE on April 07, 2026, with the newspaper advertisement details shared on April 08, 2026. The complete postal ballot notice is available on the company's website at investor relations section and will be accessible on stock exchange websites and KFintech's e-voting platform. The communication was signed by Krishnakanth Venkata Gangavarapu, Company Secretary & Compliance Officer (ICSI Membership No. A17291).

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