Hittco Tools acquirers could hold 76.87% after open offer

Hittco Tools Limited faces a proposed control change in which three acquirers, who held no shares on 26 October 2026, could jointly hold 76.87% on a fully diluted basis. The outcome assumes conversion of 63 lakh proposed warrants and full acceptance of an open offer for 58.77261 lakh shares, according to the 2 November 2026 detailed public statement.

What transaction is triggering the Hittco Tools open offer?

The Hittco Tools open offer is triggered by a proposed preferential issue approved by the board on 26 October 2026, subject to shareholder and other required approvals. Irfan Ismail Chapra, Reshma Irfan Chapra and Mubina Gulzar Sofia are proposed to receive 52 lakh equity shares and 63 lakh convertible warrants, while public-category investors are proposed to receive 7.40 lakh shares and 37.60 lakh warrants.

The proposed issue comprises 59.40 lakh equity shares and 1.006 crore warrants, each at an issue price of Rs 14.50. There are no selling shareholders because the transaction arises from a preferential issue rather than a share purchase from an existing holder. Hittco Tools has scheduled an extraordinary general meeting, or EGM, for 17 November 2026 to seek members’ approval.

The three acquirers had nil equity shares and voting rights in Hittco Tools on the public-announcement date of 26 October 2026, and had made no intervening purchases as of the detailed public statement. The proposed direct equity allocation is 18 lakh shares each for Irfan Ismail Chapra and Reshma Irfan Chapra, and 16 lakh shares for Mubina Gulzar Sofia.

How much of Hittco Tools could the acquirers own?

The acquirers could hold 1.7377261 crore Hittco Tools shares, or 76.87% of fully diluted capital, if all proposed warrants convert and all 58.77261 lakh shares under the open offer are tendered and accepted. This would combine their proposed 1.15 crore shares after warrant conversion with the maximum open-offer acceptance.

Before the offer, the acquirers’ proposed 52 lakh equity shares would represent 41.45% of emerging equity and voting capital. After conversion of the 63 lakh warrants, their holding would rise to 1.15 crore shares, or 50.87% of fully diluted capital. The filing defines fully diluted capital as 2.2604847 crore shares, including existing shares, preferential shares and shares arising from full warrant conversion.

The proposed ownership would also alter the acquirers’ status in Hittco Tools. They propose to be classified as promoters, while the existing promoter and promoter group are proposed to remain classified as such, subject to compliance with Regulation 31A of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015, and requisite approvals.

What are the Hittco Tools offer price and funding arrangements?

The Hittco Tools open offer covers up to 58.77261 lakh shares, representing 26.00% of expanded equity and voting capital, at Rs 15.30 per fully paid share and Rs 10.30 per partly paid share. Hittco Tools has 2.476 lakh partly paid shares outstanding, with Rs 5 paid up on each share, within its existing 66.04847 lakh-share capital.

The Rs 15.30 price exceeds the Rs 14.50 preferential issue price and the Rs 15.23 volume-weighted average market price stated for the 60 trading days immediately preceding the public announcement. The filing classifies the shares as frequently traded, reporting annualised turnover on BSE of 25.97% for the 12 months from October 2025 through September 2026.

The maximum consideration on full acceptance is Rs 8.99220933 crore. The acquirers deposited Rs 1.50 crore in an escrow account with ICICI Bank on 27 October 2026, and ICICI Bank issued a Rs 77 lakh bank guarantee, which the filing states represents 25.00% of the offer consideration. The guarantee is valid until 21 October 2027 and would need extension if the process is incomplete.

The offer is not conditional on a minimum acceptance level and is not a competing offer. If full acceptance reduces public shareholding below 25% of expanded equity and voting capital, the acquirers state that they will comply with the applicable minimum public shareholding requirements.

How has Hittco Tools’ financial performance changed?

Hittco Tools reported revenue from operations of Rs 8.0975 crore for the year ended 31 March 2026, compared with Rs 6.945 crore in the year ended 31 March 2025 and Rs 5.9705 crore in the year ended 31 March 2024. Revenue therefore increased by Rs 1.1525 crore between financial years 2025 and 2026, while the limited-reviewed period ended 30 June 2026 recorded Rs 2.023 crore.

Profitability moved in the opposite direction. Hittco Tools reported a loss after tax of Rs 70.73 lakh in the year ended 31 March 2026, against a Rs 63,000 loss in the prior year and a Rs 18.74 lakh profit in the year ended 31 March 2024. The period ended 30 June 2026 recorded a further loss after tax of Rs 5.93 lakh.

Hittco Tools is engaged in cutting tools. Its authorised capital is Rs 35 crore, divided into 3.50 crore equity shares with a face value of Rs 10 each. The statement records 5.6384 lakh shares subject to lock-in obligations, while no other shares are stated to be under lock-in.

When will the Hittco Tools offer take place and what may change?

The tentative Hittco Tools tendering period is scheduled to open on 18 December 2026 and close on 1 January 2027. The identified date is 4 December 2026, the letter of offer is scheduled for dispatch by 11 December 2026, and the final report from the merchant banker is scheduled for 22 January 2027.

The offer remains subject to statutory and other approvals described in the detailed public statement. The filing says the offer would stand withdrawn if necessary statutory approvals are refused. If approvals are delayed, the Securities and Exchange Board of India may grant an extension subject to conditions, including payment of interest to shareholders where directed.

The acquirers state that they intend to seek reconstitution of the Hittco Tools board after successful completion of the offer. They have made no firm decision on restructuring, merger, asset rationalisation or similar actions, and state that they have no current intention to dispose of or encumber assets during the two years after the offer other than in the ordinary course or as already disclosed.

Conclusion

The preferential issue offers the three acquirers a route from nil ownership on 26 October 2026 to 50.87% of Hittco Tools on a fully diluted basis before the open offer. Full acceptance of the 58.77261 lakh-share offer would raise their potential ownership to 76.87%, with a maximum offer consideration of Rs 8.99220933 crore.

The next disclosed event is the 17 November 2026 EGM on the preferential issue, followed by the planned tendering period from 18 December 2026 to 1 January 2027. Shareholders should watch the approval process, any revision to the Rs 15.30 offer price, and the proposed board reconstitution after the offer closes.