Navigant Corporate Advisors Limited has been appointed as Manager to the Offer for an open offer to acquire shares of Hittco Tools Limited (BSE Code: 531661).

Offer Details

  • Offer Size: 58,77,261 equity shares representing 26.00% of the Expanded Equity Share Capital on fully diluted basis
  • Offer Price: Rs 15.30 per fully paid-up equity share and Rs 10.30 per partly paid-up equity share
  • Total Consideration: Rs 8,99,22,093.30 assuming full acceptance
  • Mode of Payment: Entire consideration in cash
  • Type of Offer: Triggered Offer under Regulations 3(1) and 4 of SEBI SAST Regulations

Triggering Transaction

The open offer is triggered by the Board of Directors' approval at their meeting held on 26 October 2026 for a preferential issue comprising:

  • 59,40,000 equity shares at issue price of Rs 14.50 per share
  • 52,00,000 shares to acquirers (18,00,000 to Acquirer-1, 18,00,000 to Acquirer-2, 16,00,000 to Acquirer-3)
  • 7,40,000 shares to public category investors
  • 1,00,60,000 convertible warrants at issue price of Rs 14.50 per warrant
  • 63,00,000 warrants to acquirers (26,00,000 to Acquirer-1, 26,00,000 to Acquirer-2, 11,00,000 to Acquirer-3)
  • 37,60,000 warrants to public category investors

Capital Structure Impact

  • Existing Share Capital: 63,57,247 fully paid-up equity shares + 2,47,600 partly paid-up equity shares (paid-up to Rs 5 per share) = Total paid-up capital Rs 6,48,10,470
  • Emerging Equity & Voting Share Capital: 1,25,44,847 equity shares (including preferential allotment)
  • Expanded Equity Share Capital (fully diluted): 2,26,04,847 equity shares (including full warrant conversion)

Acquirer Details

Post-transaction shareholding:

  • Acquirer-1 (Irfan Ismail Chapra): 18,00,000 shares (14.35% of Emerging Equity)
  • Acquirer-2 (Reshma Irfan Chapra): 18,00,000 shares (14.35% of Emerging Equity)
  • Acquirer-3 (Mubina Gulzar Sofia): 16,00,000 shares (12.75% of Emerging Equity)
  • Total: 52,00,000 shares (41.45% of Emerging Equity)

Post full warrant conversion:

  • Acquirer-1: 44,00,000 shares (19.46% of Expanded Equity)
  • Acquirer-2: 44,00,000 shares (19.46% of Expanded Equity)
  • Acquirer-3: 27,00,000 shares (11.94% of Expanded Equity)
  • Total: 1,15,00,000 shares (50.87% of Expanded Equity)

Additional Information

  • EGM proposed on 17 November 2026 for shareholder approval
  • Acquirers propose to be classified as Promoters of Target Company
  • Existing Promoter and Promoter Group to continue as Promoters subject to Regulation 31A of SEBI LODR Regulations
  • Detailed Public Statement to be published on or before 02 November 2026
  • No intention to delist the Target Company
  • Offer not conditional upon minimum acceptance level
  • Not a competing offer under Regulation 20

Financial Arrangements

Acquirers confirm adequate financial resources and firm financial arrangements for financing the acquisition in terms of Regulation 25(1) of SEBI (SAST) Regulations.