HTHittco Tools531661Preferential allotment

Board approves new business objects, preferential issue of shares and warrants, UAE subsidiary and name change

Board approved adding new Main Objects: hospitality and food & beverage, leasing of vessels and vehicles incl. EVs, real estate, and stock broking.

By ScoutQuest · Mon 26 Oct 2026, 8:44 PM IST · 4 min read

Equity Shares Preferential Issue

Up to 59.4 lakh equity shares at Rs.14.50 each, up to ~Rs.8.61 crore

Convertible Warrants

Up to ~1.01 crore convertible warrants at Rs.14.50 each, up to ~Rs.14.59 crore

UAE Subsidiary Commitment

Wholly-owned UAE subsidiary "Chapra Emerging LLC", commitment up to Rs. 3 crore

A single board meeting, several proposals

The Board of Hittco Tools Limited met on October 26, 2026 (rescheduled from October 22, 2026) and approved a set of proposals. Each one is subject to the approval of the Members of the Company and to other statutory, regulatory and governmental approvals as applicable.

New lines of business

• The Main Objects Clause, Clause III(A) of the Memorandum of Association, is proposed to be altered by inserting additional sub-clauses after the existing sub-clause (10).
• The additions cover hospitality and food and beverage (hotels, restaurants, cafés, cloud kitchens, catering and related brands); purchasing and letting on lease or rental of trawlers, vessels, barges, automobiles and vehicles including all types of electric vehicles; real estate development and allied activities; and stock broking and capital market related activities.

Fund raise through a preferential issue

• Up to 59.4 lakh fully paid-up equity shares of face value Rs.10 each, issued at Rs.14.50 per share (including a premium of Rs.4.50), for cash, on a preferential basis, aggregating up to ~Rs.8.61 crore.
• Up to ~1.01 crore convertible warrants at Rs.14.50 per warrant (including a premium of Rs.4.50), aggregating up to ~Rs.14.59 crore. A part of the warrant price is payable upfront at subscription and the balance on exercise of the conversion option.
• Each warrant entitles the holder to apply for one fully paid-up equity share of face value Rs.10.
• Taken together, the equity shares and warrants are expected to bring in aggregate issue proceeds of up to Rs.23.2 crore, subject to subscription and exercise of the warrants.

Possible change in control

• The proposed acquisition of equity shares by Mr. Irfan Chapra, Mrs. Reshma Chapra and Mrs. Mubina Sofia is expected to result in an acquisition of shares and voting rights and a change in control of the Company.
• The proposed acquisition is therefore subject to the SEBI SAST Regulations, including the applicable open offer requirements.
• Their classification as Promoters is subject to completion of the relevant transactions and compliance with applicable laws.

Subsidiary in the UAE

• A wholly-owned subsidiary is proposed in the United Arab Emirates under the name "Chapra Emerging LLC" or such other name as the UAE authorities approve, to trade and manufacture perfumes and related lines of business.
• 100% of its share capital or equity interest will be held directly by the Company.
• The aggregate investment and financial commitment is up to Rs. 3 crore, or its equivalent in foreign currency, by way of equity subscription, loans, guarantees or other permissible modes.
• A Special Resolution of the Members is being sought for this, including approval under Section 186 of the Companies Act, 2013 where applicable.

Lending, guarantee and investment limit

• Members' approval is being sought under Section 186 of the Companies Act, 2013 to authorise the Board to grant loans, provide guarantees or securities and make investments in other body corporates, in one or more tranches, up to an aggregate maximum outstanding amount of INR 50 crore at any given point in time.

Proposed investments in unlisted companies

• The Board approved investments in Sanija Hotels Private Limited and Multiplex Capital Limited, with a proposed acquisition or subscription of equity share capital in each.
• The investments are to be made by using funds raised by the Company, subject to finalisation of transaction terms and receipt of the requisite approvals.

Name change and the shareholder meeting

• The Board approved changing the Company's name from "Hittco Tools Limited" to "Chapra Emerging Limited" or any other name approved by the Central Registration Centre, Ministry of Corporate Affairs, subject to necessary approvals.
• An Extraordinary General Meeting is called for Tuesday, November 17, 2026 at 11 a.m. to seek Members' approval for these matters.
• M/s. Manjeet & Associates, Practising Company Secretary, has been appointed Scrutinizer for the remote e-voting and voting at the EGM.

What a retail investor can take away

• These are Board approvals. The fund raise, the object clause change, the UAE subsidiary, the Section 186 limit and the investments all still need Member approval, and several also need stock exchange and other regulatory approvals.
• If completed, the proposals would broaden the Company's stated business from its current objects into hospitality, leasing, real estate and capital markets, and would bring in a set of allottees expected to hold promoter status and trigger an open offer.
• The equity shares and warrants are proposed at Rs.14.50 per share or warrant.

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