In a key regulatory development, High Street Filatex Limited, a company listed on the BSE under Scrip Code: 531301, has formally announced the reclassification of its existing promoters—Mr. Raj Kumar Sethia and Ms. Aishwarya Sethia—from ‘promoter/promoter group’ to the ‘public’ shareholder category, pursuant to Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The disclosure, filed on June 26, 2025, confirms that the control and ownership of High Street Filatex Limited has shifted to new acquirers—Mr. Sandeep Agrawal and Mrs. Anupriya Sandeep Agrawal, who are now recognized as the new promoters of the company.

Background of the Reclassification

The move comes after the successful execution and completion of a Share Purchase Agreement (SPA) dated January 24, 2025, between the erstwhile promoter group (Mr. Raj Kumar Sethia and Ms. Aishwarya Sethia) and the acquirers (Sandeep and Anupriya Agrawal). The SPA enabled the transfer of a total of 7,83,143 equity shares, constituting 33.42% of the company’s equity capital, in the following manner:

• Mr. Sandeep Agrawal acquired 6,08,143 shares (25.95%)

• Mrs. Anupriya Agrawal acquired 1,75,000 shares (7.47%)

These acquisitions were completed through a combination of SPA-based purchases, public shareholder acquisitions, and a preferential issue, following which the Agrawals acquired control and became the new promoters of the Company.

The erstwhile promoters, who now hold no shares in the Company, have voluntarily sought reclassification to the public category, confirming that they no longer exercise control, hold special rights, or have any management or board representation in the company.

Compliance with SEBI Regulation 31A

The Company has submitted all the required documentation to BSE Limited as part of the regulatory process:

• Application on the company’s official letterhead

• Undertaking by the Managing Director

• Individual undertakings by both Raj Kumar Sethia and Aishwarya Sethia, the outgoing promoters

These documents assert compliance with all clauses under SEBI Regulation 31A(3) and 31A(10), including:

• No holding of more than 10% of total voting rights

• No exercise of direct or indirect control

• Absence of special rights or arrangements

• No board representation or key managerial positions

• No status as wilful defaulters or fugitive economic offenders

Furthermore, it has been affirmed that the Company is compliant with Regulation 38 (Minimum Public Shareholding) and that the reclassification is not an attempt to meet MPS requirements, but a legitimate outcome of the change in ownership and control.

Shareholding Pattern – Post Change

As of the completion of the transactions and reclassification:

The Sethia family now holds 0% equity, and both Raj Kumar Sethia and Aishwarya Sethia have ceased to be promoters of the Company, as they have no shareholding and have met all the statutory conditions required for reclassification.

Implications of the Reclassification

This change signifies a complete transfer of management and promoter status to the Agrawal family, marking a new chapter in High Street Filatex’s corporate governance and ownership structure. The transition has been handled transparently, with due regulatory disclosures and filings, ensuring that stakeholder interests and market compliance remain intact.

The new promoters are now tasked with strategically steering the company forward, likely bringing new vision, business strategies, and capital to strengthen operations. Although specific plans of the new promoters have not been publicly disclosed, market watchers may expect potential business expansion, restructuring, or diversification moves in the coming months.

From a regulatory standpoint, this development showcases a well-compliant promoter exit and reclassification process, aligned with SEBI’s emphasis on transparency, control accountability, and investor protection.

Undertakings and Forward-Looking Compliance

Both former promoters have submitted undertakings committing to:

• Not reclaiming promoter status by maintaining conditions required under Regulation 31A

• Remaining compliant with restrictions on board participation and managerial roles for a minimum period of 3 years from the date of reclassification

These declarations strengthen regulatory confidence in the bona fide nature of the reclassification, ensuring that it is not a circumvention of rules but a genuine transition of control.

Conclusion

The reclassification of High Street Filatex’s former promoters to public shareholders, following the change of control in favor of Sandeep and Anupriya Agrawal, is a well-documented and compliant transaction under SEBI norms. With 100% transparency, the company has submitted all required undertakings and ensured compliance with the provisions of Regulation 31A(10) of the SEBI LODR Regulations, 2015.

This milestone indicates a significant shift in the company's leadership and ownership landscape, opening up possibilities for a refreshed strategic direction under the guidance of the new promoter group. Stakeholders, including investors and regulatory bodies, will be closely watching the company’s next steps as it moves ahead with a new management ethos and ownership structure.

This successful reclassification also underscores SEBI’s robust regulatory mechanisms that allow for clean, transparent, and structured transitions of control in publicly listed entities.

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