Key Matters Approved by Board
1. Alteration of Memorandum of Association
The Board approved alteration of Main Objects Clause (Clause III(A)) of MOA by inserting four new sub-clauses to enable business diversification into:
- Hospitality and food & beverage sector (hotels, resorts, restaurants, cloud kitchens, catering services)
- Leasing and rental of vessels, automobiles including electric vehicles
- Real estate development and construction activities
- Stock broking and capital market services
This alteration is subject to shareholder approval and regulatory approvals.
2. Preferential Issue of Equity Shares
- Total Shares: Up to 59,40,000 fully paid-up equity shares of face value ₹10 each
- Issue Price: ₹14.50 per share (₹10 face value + ₹4.50 premium)
- Total Proceeds: ₹8,61,30,000
- Allottees: 14 investors (3 proposed promoters + 11 non-promoters) as per Annexure B1
- Key Promoter Allottees:
- Irfan Chapra: 18,00,000 shares (₹2,61,00,000)
- Reshma Chapra: 18,00,000 shares (₹2,61,00,000)
- Mubina Sofia: 16,00,000 shares (₹2,32,00,000)
3. Preferential Issue of Convertible Warrants
- Total Warrants: Up to 1,00,60,000 convertible warrants
- Issue Price: ₹14.50 per warrant (₹10 face value + ₹4.50 premium)
- Total Proceeds: ₹14,58,70,000 (if fully converted)
- Payment Terms: 25% upfront, 75% upon conversion
- Conversion Period: 18 months from allotment date
- Key Allottees: 18 investors including proposed promoters and non-promoters as per Annexure C1
4. Formation of UAE Wholly-Owned Subsidiary
- Subsidiary Name: Chapra Emerging LLC (subject to UAE approval)
- Business: Manufacturing and trading of perfumes and related products
- Investment: Up to ₹3,00,00,000 via equity, loans, or guarantees
- Ownership: 100% owned by Hittco Tools Limited
- Approvals Required: Companies Act 2013, FEMA 1999, Overseas Investment Rules 2022, RBI approvals, UAE regulatory approvals
5. Section 186 Approval for Investments
Board approved seeking shareholder approval for overall limit of ₹50,00,00,000 for:
- Granting loans and inter-corporate deposits
- Providing guarantees or securities
- Making investments in other body corporates
6. Proposed Investments in Unlisted Companies
- Sanija Hotels Private Limited: Investment up to ₹9,00,00,000 for acquiring at least 75% equity stake
- Business: Hospitality, restaurant operations, Chinese cuisine specialization
- FY2026 Turnover: ₹20,29,73,249
- Operations: 10 locations in Mumbai and surrounding areas
- Multiplex Capital Limited: Investment up to ₹12,00,00,000 for acquiring at least 50% equity stake
- Business: Stock broking, capital market services, depository participant
- FY2026 Turnover: ₹2,01,69,218
- Memberships: NSE, BSE, MSEI; DP with NSDL and CDSL
7. Extraordinary General Meeting
- Date: November 17, 2026 at 11:00 AM
- Purpose: Seeking shareholder approval for all above matters
- Scrutinizer: M/s. Manjeet & Associates, Practising Company Secretaries
Regulatory Implications
- The preferential issue to proposed promoters (52,00,000 shares representing 41.45% post-issue voting rights) triggers SEBI SAST Regulations 3(1) and 4
- Open offer obligation triggered for proposed promoters (Irfan Chapra, Reshma Chapra, Mubina Sofia)
- Public announcement made on October 26, 2026
- Warrant conversion restricted until 10 working days after open offer tendering period closure
Financial Impact
- Total Fundraising: ₹23,20,00,000 (equity shares + warrants)
- Total Investments Approved: ₹24,00,00,000 (UAE subsidiary + two acquisitions)
- Overall Financial Commitment: Up to ₹47,20,00,000 across all initiatives
Timeline
- EGM scheduled for November 17, 2026
- Acquisitions expected completion by March 31, 2027
- UAE subsidiary incorporation in 9-12 months subject to approvals
Voting and Approval Requirements
All proposals subject to:
- Shareholder approval via special resolution
- Stock exchange approvals
- SEBI and other regulatory approvals as applicable
- Compliance with SEBI ICDR Regulations, SAST Regulations, and Companies Act 2013