Hi-Klass Trading and Investment Ltd

AGM details

• AGM held 28-09-2026, 12:30 PM to 01:10 PM, via VC/OAVM.
• Record date 21-09-2026; total shareholders on record 446.

Key resolutions

• Adoption of audited financial statements for year ended March 31, 2026; ordinary; passed 100% in favour.
• Re-appointment of Dipak Sundarka as Director by rotation; ordinary; passed 100%.
• Appointment of M/s S Jaykishan Chartered Accountants as statutory auditors for FY2026-27 to FY2030-31; ordinary; passed 100%.
• Alteration of Object Clause of the Memorandum of Association; special; passed 100%.

AGM Details

• The 33rd AGM was held Sept 28, 2026 at 12:30 PM via VC/OAVM.
• The meeting concluded at 1:10 PM.

Resolutions & Outcome

• Ordinary and Special Businesses approved with requisite majority.

Voting Details

• Remote e-Voting window Sep 25–27, 2026; on-site voting during AGM.
• Total attendance: 20 Members.

Directors & Auditors

• Directors appointed/re-appointed at the AGM; details in the Notice.
• Statutory and Secretarial auditors attended; no changes disclosed in excerpt.

AGM Details

• Date: 28 September 2026; time: 12:30 PM IST; mode: VC/OAVM.
• Record date for voting rights: 21 September 2026.
• AGM concluded at 1:10 PM IST.
• Attendance: 20 Members attended.

Resolutions

• Ordinary: Adoption of Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appointment of Dipak Sundarka as Director, liable to retire by rotation.
• Ordinary: Appointment of M/s S Jaykishan, Chartered Accountants as Statutory Auditor.
• Special: Alteration of the Object Clause of the Memorandum of Association.

Voting Results

• All resolutions approved by requisite majority.
• Consolidated voting results to be declared on the company website and stock exchanges.
• Resolutions deemed passed on the AGM date.

Director Changes

• Dipak Sundarka re-appointed as Director, liable to retire by rotation.

Auditor Appointments

• M/s S Jaykishan, Chartered Accountants LLP appointed as Statutory Auditor.

Hi-Klass Trading and Investment Ltd: Trading window closed from October 01, 2026 till 48 hours after the declaration of unaudited financial results for the second quarter ended September 30, 2026.

Share capital face value correction

• Face value of equity shares was mis-stated as ₹10, corrected to ₹5 per share.
• Correction submitted to BSE; earlier filing superseded by corrected financial statements.
• No change in underlying financial position or material figures.

Q2 2025 unaudited results and governance

• Quarter ended 30 June 2025 unaudited results; revenue from operations ₹16.97 lakhs.
• Total income also ₹16.97 lakhs; total expenses ₹43.52 lakhs.
• Profit before tax (loss) ₹-26.55 lakhs; tax expense ₹-0.55 lakh.
• Profit after tax ₹-26.00 lakhs; OCI ₹-3.00 lakhs; total comprehensive loss ₹-29.00 lakhs.
• Auditors: limited review by Biswas Dasgupta Datta & Chartered Accountants; unmodified opinion.
• Company identified as a single segment: holding and investing; no separate reportable segment.

AGM details

• Date/time/mode: 28 September 2026, 12:30 IST; VC/OAVM; deemed venue Kolkata corporate office.
• Remote e-voting: 25–27 September 2026; cut-off for voting rights: 21 September 2026.
• Shareholder records closed: 22–28 September 2026 (inclusive).
• Scrutinizer for e-voting: Prachi Bhartia appointed.
• Notice and Annual Report distributed electronically to members with registered emails.

Ordinary resolutions

• Adopt Audited Standalone Financial Statements for the year ended 31 March 2026.
• Re-appoint Dipak Sundarka as Director retiring by rotation.

Auditor appointment

• Appoint M/s S Jaykishan as Statutory Auditor for five years (FY 2026-27 to 2030-31).
• Proposed FY 2026-27 remuneration: Rs 1,50,000; outgoing auditor paid Rs 60,000.

Special business

• Alter MOA to widen main objects to include loan portfolios, NPAs, distressed assets, and related financial services.

Financial performance

• Total revenue for FY2025-26: ₹463.62 lakhs.
• Total expenses: ₹569.14 lakhs.
• Profit before tax: ₹-105.52 lakhs.
• Tax expense: ₹42.68 lakhs.
• Profit after tax: ₹-148.20 lakhs.
• Total comprehensive income: ₹86.88 lakhs.
• Earnings per share: Basic and Diluted ₹-0.89.
• Dividend: no dividend declared for the year.

Assets & balance sheet

• Loans outstanding: ₹2,954.32 lakhs.
• Investments: ₹2,242.58 lakhs.
• Other financial assets: ₹41.36 lakhs.
• Cash and cash equivalents: ₹19.24 lakhs.
• Total assets: ₹5,358.11 lakhs.
• Total equity: ₹5,299.74 lakhs; reserves ₹3,582.93 lakhs.

Capital structure & liquidity

• Authorized share capital raised to ₹17.50 crore.
• Issued & paid-up capital: ₹15.11 crore as of 31 Mar 2026.
• Borrowings (excl. debt securities): ₹52.37 lakhs.
• Net debt to equity: 0.63%.
• Dividends: none declared; NBFC status maintained.

Governance & board

• Board size: 4 directors; MD on board.
• CEO Tanish Sharma resigned on 08 Dec 2025; CFO Deepak Jhunjhunwala resigned 13 Aug 2026.
• Mrs. Bhawana Jha appointed CFO on 13 Aug 2026.
• Independent Directors: Navin Kumar Jain and Sanskkrity Jaiin; others changed mid-year 2025.
• Audit Committee: 4 members; terms revised 13 Feb 2026.
• Secretarial audit noted delay in filing board outcome; management explanation provided.

Audits & risk management

• Statutory Auditor: M/s S Jaykishan for 2026-31; remuneration ₹1.50 lakh.
• Internal Auditor: Anjali Jain & Associates.
• Secretarial Auditor: Prachi Bhartia; Annexure E issued.
• Auditor's report: no qualifications; no fraud reported.
• IRAC provisioning and investment classification are key audit matters.

Management discussion & outlook

• OECD global growth 3.3% in 2025; RBI India GDP growth about 7.6% in FY25-26.
• RBI projects 6.9% GDP growth for FY2026-27 with inflation around 4.6%.
• NBFC sector expected to grow; regulatory reforms support financial inclusion.

Related party disclosures

• Policy on Related Party Transactions updated 8 Aug 2024; no material RPT in year.

Shareholding & investor information

• Promoter group holds 28.60% total; Nico India Consultancy LLP 22.72%.
• AGM scheduled for 28 Sep 2026 via VC/OAVM.
• Warrants outstanding convertible into equity; not yet converted.

Change in registered office address

• Previous registered office: 02, Shanti Kutir Building, Shivaji Road, Off M G Road, Kandivali West, Mumbai 400067
• New registered office: No. 325, 3rd Floor, Bhaveshwar Arcade, Opp Vijay Sales, LBS Marg, Ghatkopar West, Mumbai 400086
• Effective date: September 15, 2026
• Board approved the change of registered office.
• Jurisdiction: within Mumbai, Maharashtra