Key Proposals for Shareholder Approval

Item No. 1: Voluntary Delisting (Special Resolution)

Pursuant to an Initial Public Announcement dated May 25, 2026, issued by Kreo Capital Private Limited on behalf of Geetanjali Trading And Investments Private Limited (Acquirer), a member of the promoter group.

  • Acquirer Details: Geetanjali Trading And Investments Private Limited, along with promoters and other promoter group members, are the "Acquirers".
  • Current Holdings: As of the IPA date, the Acquirer holds 1,18,69,295 equity shares (69.11% of paid-up capital). The Acquirers (promoter group) collectively hold 1,27,84,480 shares (74.43%). Public shareholders hold 43,91,220 shares (25.57%), which includes shares in IEPF, Unclaimed Suspense, and Escrow accounts.
  • Objective & Rationale: The rationale provided includes low free float (₹64.46 Cr avg. last 6 months) and market cap (₹261.66 Cr avg.), limiting liquidity and exit opportunities for public shareholders. The move aims to provide a fair exit price and reduce substantial ongoing compliance costs.
  • Pricing Mechanism: The exit price will be determined via a Reverse Book Building process as per SEBI Delisting Regulations, 2021.
  • Floor Price: The Floor Price, as per Regulation 19A, is ₹252 per equity share, determined by an independent valuer.
  • Indicative Price: The Acquirer has offered an Indicative Price of ₹353 per equity share, which is higher than the Floor Price.
  • Conditions: The delisting is conditional upon Board approval (received on June 09, 2026), shareholder approval via special resolution, Stock Exchange approvals, and the acceptance of the discovered price from the reverse book building process. The resolution requires votes cast by public shareholders in favor to be at least two times the votes cast against.
  • Due Diligence: A due diligence report was submitted by a Peer Review Company Secretary, Mrs. Prerana Jadhav, confirming compliance with securities laws.

Item No. 2: Re-appointment of Managing Director (Ordinary Resolution)

To re-appoint Mr. Malav Dani (DIN: 01184336) as Managing Director for a period of 5 years, from August 5, 2026, to August 4, 2031.

  • Remuneration Terms:
  • Gross Salary: ₹63,00,000 (Sixty-Three Lakhs) per annum.
  • Annual Increments: Not exceeding 20% per annum at the Board's discretion.
  • Perquisites: Membership of two clubs, PF contribution, chauffer-driven car, residence telephone, mobile, reimbursement of medical expenses/health insurance, as per Income Tax Act, 2025.
  • Commission: As may be approved by the Board based on profitability.
  • Retirement Benefits: Superannuation Fund or Gratuity and leave encashment as per company policy.
  • Subsidiary Remuneration: Mr. Dani also serves as President of wholly-owned subsidiary Hitech Global Inc. (HGI). He will be remunerated by either HCL or HGI, but not both simultaneously, ensuring compliance with Section 197(14) of the Companies Act, 2013.
  • Minimum Remuneration Clause: In case of loss or inadequacy of profits, the company will pay the aforementioned remuneration as minimum remuneration, subject to limits under Schedule V of the Act.
  • Shareholding: Mr. Malav Dani holds 54,000 equity shares in the company as of the notice date.

Item No. 3: Appointment of Independent Director (Special Resolution)

To appoint Mr. Mehli Golvala (DIN: 02234105) as an Independent Non-Executive Director.

  • Tenure: Five consecutive years from May 8, 2026, to May 7, 2031.
  • Background: He was appointed as an Additional Director by the Board on May 8, 2026. He is a Fellow Member of ICAI with over 40 years of experience in taxation laws.
  • Remuneration: Sitting fees for board/committee meetings and profit-related commission as decided by the Board.
  • Independence: He has submitted a declaration of independence and confirmed his registration in the IICA databank.
  • Other Directorships: Listed as an Independent Director of Geetanjali Trading And Investments Private Limited (the acquirer/promoter group company) and Allied Blenders and Distillers Limited, among others.
  • Shareholding: Holds no shares in Hitech Corporation Limited.

Voting Process and Timeline

  • Cut-off Date: June 05, 2026 (for determining shareholders eligible to vote).
  • Remote E-Voting Period: Commences Thursday, June 11, 2026 (9:00 AM IST) and concludes Friday, July 10, 2026 (5:00 PM IST).
  • Result Declaration: On or before Tuesday, July 14, 2026.
  • Scrutinizer: Mr. Mayank Arora, Practicing Company Secretary (FCS 10378, CP 13609), appointed to oversee the e-voting process.
  • Voting Agency: National Securities Depository Limited (NSDL) is providing the e-voting facility.
  • Voting Rights: One vote per equity share held as of the cut-off date.

Financial Impact

  • Delisting: The acquisition cost for the promoter group will be determined by the reverse book building process. The Indicative Price is ₹353 per share for the 25.57% public holding (43,91,220 shares), implying a potential outflow of approximately ₹155.01 Crore if all shares are tendered at this price. The final cost is contingent on the discovered price.
  • MD Remuneration: The annual remuneration for the Managing Director is capped at ₹63 lakh plus perquisites and commission, with a potential annual increase of up to 20%.
  • Director Appointment: The appointment of the Independent Director involves sitting fees and commission, the cost of which is not quantified in the disclosure.

Documents Availability

The Postal Ballot Notice, Explanatory Statement, and material documents are available on the company's website (www.hitechcorporation.co) and the websites of the stock exchanges (BSE, NSE) and RTA (MUFG Intime).

#Tags: #HitechCorporationLimited #VoluntaryDelisting #SEBIDisclosure #RegulatoryCompliance #CorporateGovernance #Neutral