Board approved alteration of Main Objects Clause (Clause III(A)) of MOA by inserting additional sub-clauses after existing sub-clause (10).
Proposed diversification into: hospitality and food & beverage sector; leasing/rental of vessels and automobiles (including EVs); real estate development; and stock broking/capital market activities.
Subject to approval of members and statutory/regulatory authorities.
Detailed disclosures provided in Annexure A.
2. Preferential Issue of Equity Shares
Approved raising funds by issuing up to 59,40,000 fully paid-up equity shares of face value ₹10 each at issue price of ₹14.50 per share (including premium of ₹4.50).
Aggregate consideration: ₹8,61,30,000.
To be allotted to 14 investors (3 proposed promoters + 11 non-promoters) as per Annexure B1.
Compliance with SEBI ICDR Regulations Chapter V (Regulations 164 and 166A).
Acquisition by Mr. Irfan Chapra (18,00,000 shares), Mrs. Reshma Chapra (18,00,000 shares), and Mrs. Mubina Sofia (16,00,000 shares) aggregating 52,00,000 shares (41.45% of emerging voting capital) triggers SEBI SAST Regulations 3(1) and 4, requiring open offer.
Public announcement made on October 26, 2026.
Proposed classification of these allottees as promoters subject to transaction completion and regulatory compliance.
3. Preferential Issue of Convertible Warrants
Approved issuing up to 1,00,60,000 convertible warrants at ₹14.50 per warrant (including premium of ₹4.50).
Aggregate consideration: ₹14,58,70,000.
Each warrant convertible into one equity share of ₹10 face value.
25% of issue price (₹3.625/warrant) payable upfront; balance 75% payable upon conversion.
Conversion period: 18 months from allotment date.
Warrant exercise restricted until after 10th working day from closure of open offer tendering period.
Total potential proceeds from equity shares and warrants: ₹23,20,00,000.
Allottees include 18 investors (promoter and non-promoter categories) as per Annexure C1.
4. Incorporation of UAE Wholly-Owned Subsidiary
Approved incorporation of WOS in UAE under name "Chapra Emerging LLC" or other approved name.
Business: manufacturing and trading of perfumes and related products.
100% ownership by Hittco Tools Limited.
Investment commitment: up to ₹3,00,00,000 (or foreign currency equivalent) via equity, loans, guarantees.
Subject to Companies Act 2013, FEMA 1999, Overseas Investment Rules 2022, RBI directions, and UAE laws.
Requires member approval via special resolution, including under Section 186 of Companies Act.
5. Approval under Section 186 of Companies Act 2013
Approved seeking member approval for overall limit of ₹50,00,00,000 for granting loans, providing guarantees/securities, and making investments in other body corporates.
This limit may exceed prescribed limits under Section 186(2).
To be pursued via special resolution at general meeting.
6. Proposed Investments in Unlisted Companies
Approved investments totaling ₹21,00,00,000:
Sanija Hotels Private Limited: Up to ₹9,00,00,000 for at least 75% of paid-up equity capital.
Hospitality company specializing in Chinese cuisine with FY26 turnover of ₹20,29,73,249.
Multiplex Capital Limited: Up to ₹12,00,00,000 for at least 50% of paid-up equity capital.
Financial services company (broking, depository participant) with FY26 turnover of ₹2,01,69,218.
Investments subject to finalizing terms and receiving member, stock exchange, and regulatory approvals.
7. Change of Company Name
Approved change from "Hittco Tools Limited" to "Chapra Emerging Limited" or other CRC/MCA approved name.
Subject to member approval and regulatory approvals.
MOA and AOA to be amended accordingly.
8. Extraordinary General Meeting
Approved convening EGM on Tuesday, November 17, 2026, at 11:00 AM.
Agenda includes seeking member approval for all above matters.
Notice to contain required disclosures under applicable laws.
9. Appointment of Scrutinizer
Appointed M/s. Manjeet & Associates, Practising Company Secretaries (Membership No. F11588, CP No. 22581) as scrutinizer for remote e-voting and EGM voting.
Proposed promoters (Chapra/Sofia) to hold 52,00,000 shares (41.45%) post-equity issue, potentially increasing to 1,15,00,000 shares (50.88%) after full warrant conversion.
Change in control anticipated subject to open offer completion.
Annexures Submitted
Annexure A: MOA alteration details
Annexure B & B1: Equity preferential issue details
Annexure C & C1: Convertible warrant issue details
