EGM Details

  • Date: Tuesday, November 17, 2026
  • Time: 11:00 A.M.
  • Mode: Video Conferencing (VC) or Other Audio Visual Means (OAVM)
  • Venue: Registered Office at No. 17-C, KIADB Industrial Area, 2nd Phase, Peenya, Bangalore, Karnataka - 560058
  • Notice Dispatch Date: October 26, 2026

Agenda Items - Special Business

1. Amendment to Memorandum of Association

Resolution Type: Special Resolution

Purpose: To insert four new sub-clauses in Clause 3(A) of MOA:

  • Sub-clause 11: Hospitality and food service business including hotels, restaurants, cloud kitchens, food manufacturing
  • Sub-clause 12: Leasing/rental business for trawlers, vessels, automobiles including EVs
  • Sub-clause 13: Real estate development, construction, and property management
  • Sub-clause 14: Stock broking, sub-broking, securities trading business

2. Preferential Issue of Equity Shares

Resolution Type: Special Resolution

Details:

  • Total Shares: 59,40,000 equity shares of face value ₹10 each
  • Issue Price: ₹14.50 per share (₹10 face value + ₹4.50 premium)
  • Total Amount: ₹8,61,30,000
  • Allottees: 14 allottees including 3 proposed promoters and 11 non-promoters
  • Proposed Promoters: Mr. Irfan Chapra (18,00,000 shares), Mrs. Reshma Chapra (18,00,000 shares), Mrs. Mubina Sofia (16,00,000 shares)
  • Lock-in: As prescribed under SEBI ICDR Regulations
  • Relevant Date: October 16, 2026 (for pricing determination)
  • Pricing Basis: Higher of 90-day VWAP (₹14.13) and 10-day VWAP (₹12.89) with control premium

3. Preferential Issue of Fully Convertible Warrants

Resolution Type: Special Resolution

Details:

  • Total Warrants: 1,00,60,000 warrants of face value ₹10 each
  • Issue Price: ₹14.50 per warrant (₹10 face value + ₹4.50 premium)
  • Total Amount: ₹14,58,70,000
  • Allottees: 18 allottees including 3 promoters and 15 non-promoters
  • Conversion: Each warrant convertible into 1 equity share within 18 months
  • Payment Terms: 25% on allotment, 75% on conversion
  • Conversion Restriction: Cannot be exercised until after 10th working day from closure of open offer tendering period

4. Formation of UAE Subsidiary

Resolution Type: Special Resolution

Details:

  • Subsidiary Name: Chapra Emerging LLC (or other approved name)
  • Business: Trading and manufacturing of perfumes
  • Investment Limit: ₹3,00,00,000
  • Ownership: 100% wholly-owned subsidiary
  • Location: United Arab Emirates

5. Section 186 Approval for Loans/Investments

Resolution Type: Special Resolution

Details:

  • Overall Limit: ₹50,00,00,000
  • Purpose: Loans to any person/body corporate, guarantees/securities, investments in securities
  • Exceeds: Normal limits under Section 186(2) of Companies Act, 2013

6. Acquisition of Stake in Sanija Hotels Private Limited

Resolution Type: Special Resolution

Details:

  • Target Company: Sanija Hotels Private Limited (unlisted)
  • Investment Amount: Up to ₹9,00,00,000
  • Stake: At least 75% of paid-up equity share capital
  • Funding: From funds raised by the company

7. Acquisition of Stake in Multiplex Capital Limited

Resolution Type: Special Resolution

Details:

  • Target Company: Multiplex Capital Limited (unlisted)
  • Investment Amount: Up to ₹12,00,00,000
  • Stake: At least 50% of paid-up equity share capital
  • Funding: From funds raised by the company

Financial Implications

Total Fundraising: ₹23,20,00,000 (₹8.61 crore equity + ₹14.58 crore warrants)

Utilization of Proceeds:

  • Sanija Hotels acquisition: ₹9,00,00,000
  • Multiplex Capital acquisition: ₹12,00,00,000
  • General corporate purposes: ₹2,20,00,000

Utilization Timeline: Within 24 months from receipt of funds

Change in Control

Impact: The preferential issue to proposed promoters (Mr. Irfan Chapra, Mrs. Reshma Chapra, Mrs. Mubina Sofia) will result in:

  • Acquisition of 52,00,000 equity shares (41.45% post-issue)
  • Triggering of open offer requirements under SEBI Takeover Regulations
  • Public announcement made on October 26, 2026
  • Proposed allottees to be classified as promoters post-completion

Shareholding Pattern Impact

Pre-issue: 66,04,847 equity shares

Post-equity issue: 1,25,44,847 equity shares

Post-full warrant conversion: 2,26,04,847 equity shares

Promoter holding post-conversion: 59.16% (from 28.37%)

Voting Arrangements

Record Date: November 10, 2026

Remote e-voting Period: November 14, 2026 (9:00 AM) to November 16, 2026 (5:00 PM)

Scrutinizer: M/s Manjeet and Associates

Platform: CDSL e-voting system

Documents Available

  • Memorandum of Association (existing and proposed)
  • Valuation report
  • Company Secretary certificates
  • Explanatory statement

All documents available for inspection at registered office and on company website www.hittco.com