Hi-Klass Trading and Investment Limited has received a disclosure from Richway Financial Services Private Limited regarding the substantial acquisition of shares under SEBI regulations. The transaction involves the conversion of warrants into equity shares, marking a significant corporate development for the Mumbai-based financial services company.

Transaction Details

Richway Financial Services acquired 6,48,000 equity shares of Hi-Klass Trading and Investment Limited on February 11, 2026. The acquisition was executed through the conversion of warrants into equity shares, as disclosed in the regulatory filing submitted to BSE Limited on February 13, 2026.

Shareholding Pattern Changes

The acquisition has resulted in changes to Richway Financial Services' shareholding pattern in Hi-Klass Trading. Prior to this transaction, the company held 10,02,000 shares representing 4.86% of the total share capital and 2.99% of the diluted share capital.

Capital Structure Impact

The conversion of warrants has also affected Hi-Klass Trading's overall capital structure. The company's equity share capital increased from 2,05,96,400 equity shares to 2,70,54,900 equity shares, each with a face value of Re. 5/-.

Regulatory Compliance

The disclosure was made by Astha Joshi, Director of Richway Financial Services Private Limited (DIN: 09396476), in compliance with Regulation 29 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The filing confirms that Richway Financial Services does not belong to the promoter or promoter group of Hi-Klass Trading and Investment Limited.

Richway Financial Services Private Limited is incorporated under CIN U74900MH2011PTC221996 and is based in Mumbai, Maharashtra. Hi-Klass Trading and Investment Limited's shares are listed on BSE Limited, with its corporate office located in Kolkata, West Bengal.

Hi-Klass Trading and Investment Limited has completed the allotment of 63.84 lakh equity shares through the conversion of fully convertible equity share warrants. The company issued a revised outcome of its Board Meeting held on January 14, 2026, correcting clerical errors in the original submission while maintaining all other terms unchanged.

Warrant Conversion Details

The company allotted 63.84 lakh equity shares of ₹5.00 face value each at an issue price of ₹25.00 per warrant, representing a premium of ₹20.00. The allotment was made upon receipt of ₹18.75 per warrant, constituting 75% of the issue price, and aggregating to ₹119.70 crores.

Capital Structure Impact

The warrant conversion significantly expanded the company's capital base. The issued and paid-up capital increased substantially following the allotment.

Major Allottees and Holdings

The allotment included both promoter and non-promoter categories, with Nico India Consultancy LLP being the largest beneficiary among promoters. The company converted 19.20 lakh warrants, increasing its holding from 17.50% to 21.37%.

Key non-promoter allottees included:

• Chandra Prakash Jain: 8.00 lakh shares (2.39% holding)
• Manju Kabra and Lokesh Kabra: 7.50 lakh shares each (2.24% holding each)
• Amit Kumar Jain: 8.40 lakh shares (2.51% holding)
• Spice Fuel Ventures Private Limited and Richway Financial Services Private Limited: 3.52 lakh shares each

Outstanding Warrants

The company disclosed that 1.29 crore convertible warrants remain outstanding and eligible for conversion into equity shares. These warrants can be converted within 18 months from December 16, 2025, subject to realization of 75% of the balance offer price from respective warrant holders.

Regulatory Compliance

The revised submission was made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Schedule III of the Listing Regulations. The company acknowledged the inadvertent clerical error in allottee names in its original submission and submitted the corrected list while confirming that all other terms and contents remained unchanged.