Hittco Tools Limited Open Offer Targets 26% at Rs 15.30

Hittco Tools Limited faces a proposed change in control after three acquirers launched an open offer for 26.00% of its expanded equity at Rs 15.30 per fully paid share, alongside a preferential issue that could take their combined holding to 76.87% on a fully diluted basis.

Why has Hittco Tools announced an open offer?

Hittco Tools Limited announced the open offer because its board approved a proposed preferential issue of equity shares and convertible warrants to the acquirers, a transaction that would result in an acquisition of shares, voting rights and potential control of the company. The offer has been made under Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The acquirers are Irfan Ismail Chapra, Reshma Irfan Chapra and Mubina Gulzar Sofia. The detailed public statement said that each acquirer held nil shares and voting rights in Hittco Tools as of 26 October 2026. Navigant Corporate Advisors Limited is acting as manager to the open offer.

The public announcement was filed with BSE on 27 October 2026, while the detailed public statement was published on 2 November 2026. The proposed preferential allotment remains subject to shareholder approval and other applicable approvals. An extraordinary general meeting for approval of the preferential issue is scheduled for 17 November 2026.

What are the terms of the Hittco Tools open offer?

The Hittco Tools open offer seeks to acquire up to 58.77261 lakh equity shares, representing 26.00% of the company’s fully diluted expanded equity and voting share capital. The offer price is Rs 15.30 for every fully paid-up equity share and Rs 10.30 for every partly paid-up equity share.

At full acceptance, the maximum consideration payable under the offer is Rs 8.99 crore. The offer does not carry a minimum acceptance condition, meaning its completion is not conditional on a specified number of shareholders tendering their shares.

Public shareholders may tender eligible shares during the scheduled tendering period, which is expected to begin on 18 December 2026 and close on 1 January 2027. The identified date is 4 December 2026, and dispatch of the letter of offer is scheduled by 11 December 2026.

How will the proposed preferential issue change ownership?

The proposed preferential issue comprises up to 59.40 lakh equity shares and 1.006 crore convertible warrants, each priced at Rs 14.50. Of these proposed securities, the three acquirers are set to receive 52 lakh equity shares and 63 lakh convertible warrants, while public-category investors are proposed to receive 7.40 lakh equity shares and 37.60 lakh warrants.

The transaction structure combines a direct equity allotment, potential conversion of warrants and the mandatory open offer. According to the 2 November detailed public statement, the three acquirers could jointly hold 76.87% of Hittco Tools on a fully diluted basis, assuming conversion of the stated proposed warrants and full acceptance of the 58.77261 lakh shares under the offer.

This potential ownership level is material because the transaction is described as resulting in a change in control. The preferential issue was approved by Hittco Tools’ board on 26 October 2026, but it is not complete until the required shareholder and other approvals are obtained.

What should Hittco Tools shareholders watch in the offer timeline?

Hittco Tools shareholders should track the shareholder approval process, the identified date and the letter of offer because these steps determine eligibility and provide the detailed tendering process. The identified date is scheduled for 4 December 2026, followed by planned dispatch of the letter of offer by 11 December 2026.

The merchant banker’s final report is scheduled for 22 January 2027. If approvals or other steps are delayed, SEBI may grant an extension subject to conditions. The disclosed terms state that SEBI can require interest to be paid to shareholders where it directs such payment.

What does the transaction mean for investors and the company?

For public shareholders, the key disclosed choice is whether to tender shares at the offer price of Rs 15.30 for fully paid shares or Rs 10.30 for partly paid shares, subject to the offer process. The offer covers up to 26.00% of the expanded capital, rather than all public shareholding, and there is no stated minimum acceptance condition.

For the company, the proposed allotment would expand its equity base through fresh shares and warrants priced at Rs 14.50 each. It also establishes a potential new controlling group through the proposed allotment and open-offer route. Hittco Tools, established in 1974, produces carbide and HSS cutting tools and has offices and distributors across India.

The filings provide transaction terms and a regulatory timetable, but they do not disclose post-transaction operating targets, financial projections or strategic plans from the acquirers. Investors therefore have the disclosed ownership structure, offer terms and approval timetable as the current basis for assessing the transaction.

Conclusion

The proposed Hittco Tools transaction combines a Rs 14.50 preferential issue with an open offer for up to 58.77261 lakh shares at Rs 15.30 per fully paid share. If the allotment, warrant conversion and full offer acceptance occur as described, Irfan Ismail Chapra, Reshma Irfan Chapra and Mubina Gulzar Sofia could jointly hold 76.87% of the company on a fully diluted basis.

The next disclosed milestone is the 17 November 2026 EGM for shareholder approval of the preferential issue. Shareholders should then watch the 4 December identified date, planned letter-of-offer dispatch on 11 December and the scheduled tender window from 18 December 2026 to 1 January 2027.