Outcome of Board Meeting under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations')

HITTCO TOOLS LIMITED Registered Office-No- 17-C, KIADB Industrial Area, 2nd Phase, Peenya, Bangalore-560058 CIN: L28939KA1995PLC016888; website- www.hittco.com; EmailId:cs@hittco.com; ContactNo.:08040865062 Date: October 26, 2026 BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001. Scrip Code: 531661 Sub: Outcome of Board Meeting under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) Reference: Disclosure of information under Regulation 30 of SEBI LODR Regulations. Dear Sir/Madam, With reference to our prior intimation dated October 16, 2026, we wish to inform you that the meeting of the Board of Directors of Hittco Tools Limited (“the Company”), originally scheduled to be held on Thursday, October 22, 2026, was adjourned and rescheduled to Monday, October 26, 2026. The rescheduled meeting was held at the Registered Office of the Company, wherein the Board considered and approved various matters, inter alia, the proposals relating to the alteration of the Main Objects Clause of the Memorandum of Association, raising of funds by way of preferential issue of equity shares and convertible warrants and incorporation of a wholly owned subsidiary in the United Arab Emirates, and proposed investments in other companies, subject to the requisite approvals of the Members of the Company, the stock exchange(s), and such other statutory, regulatory and governmental authorities as may be applicable: The details of the matters considered and approved by the Board are set out below: HITTCO TOOLS LIMITED Registered Office-No- 17-C, KIADB Industrial Area, 2nd Phase, Peenya, Bangalore-560058 CIN: L28939KA1995PLC016888; website- www.hittco.com; EmailId:cs@hittco.com; ContactNo.:08040865062 1. Alteration of the Main Objects Clause of the Memorandum of Association The Board of Directors considered and approved, subject to the approval of the Members of the Company and such other statutory, regulatory and governmental approvals as may be required, the proposal for alteration of the Main Objects Clause contained in Clause III(A) of the Memorandum of Association (“MOA”) of the Company by insertion of additional sub-clauses after the existing sub-clause (10). The proposed alterations relate to the diversification and expansion of the Company's business activities into the hospitality and food and beverage sector, leasing and rental of vessels and automobiles, including electric vehicles, vehicles, real estate development and allied activities, and stock broking and capital market related activities. The details of the proposed alteration, as required under Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the applicable SEBI circulars, are set out in Annexure A enclosed herewith. 2. Preferential Issue of Equity Shares The Board of Directors considered and approved, subject to the approval of the Members of the Company and other applicable statutory and regulatory approvals, the proposal to raise funds by way of issuance and allotment of up to 59,40,000 (Fifty-Nine Lakh Forty Thousand) fully paid-up Equity Shares of the Company, having a face value of Rs.10/- (Rupees Ten only) each, at an issue price of Rs.14.50/- (Rupees Fourteen and Fifty Paise only) per Equity Share, including a premium of Rs.4.50/- (Rupees Four and Fifty Paise only) per Equity Share, for cash, on a preferential basis to the proposed allottees identified in Annexure B1. The aggregate consideration for the proposed issue of Equity Shares shall be up to Rs.8,61,30,000/- (Rupees Eight Crore Sixty-One Lakh Thirty Thousand only). HITTCO TOOLS LIMITED Registered Office-No- 17-C, KIADB Industrial Area, 2nd Phase, Peenya, Bangalore-560058 CIN: L28939KA1995PLC016888; website- www.hittco.com; EmailId:cs@hittco.com; ContactNo.:08040865062 The proposed preferential issue shall be undertaken in accordance with the applicable provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), including Regulations 164 and 166A, as applicable, and subject to the requisite approvals and compliances. 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. Accordingly, the proposed acquisition is subject to compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations”), including the applicable open offer requirements. The proposed classification of the aforesaid allottees as Promoters of the Company shall be subject to completion of the relevant transactions and compliance with applicable laws and regulatory requirements. The requisite disclosures in respect of the proposed preferential issue of Equity Shares, including the details of the proposed allottees and the implications under the SEBI SAST Regulations, are set out in Annexure B and Annexure B1 enclosed herewith. 3. Preferential Issue of Convertible Warrants The Board of Directors considered and approved, subject to the approval of the Members of the Company and other applicable statutory and regulatory approvals, the proposal to raise funds by way of issuance and allotment of up to 1,00,60,000 (One Crore Sixty Thousand) Convertible Warrants on a preferential basis to the proposed allottees belonging to the proposed Promoter and Non- Promoter categories, as detailed in Annexure C1. Each Warrant shall entitle its holder to apply for and be allotted one fully paid- up Equity Share of the Company having a face value of Rs.10/- (Rupees Ten only) each, subject to the terms of the issue and applicable laws. HITTCO TOOLS LIMITED Registered Office-No- 17-C, KIADB Industrial Area, 2nd Phase, Peenya, Bangalore-560058 CIN: L28939KA1995PLC016888; website- www.hittco.com; EmailId:cs@hittco.com; ContactNo.:08040865062 The Warrants are proposed to be issued at an issue price of Rs.14.50/- (Rupees Fourteen and Fifty Paise only) per Warrant, including a premium of Rs.4.50/- (Rupees Four and Fifty Paise only) per Warrant, aggregating to a maximum consideration of Rs.14,58,70,000/- (Rupees Fourteen Crore Fifty-Eight Lakh Seventy Thousand only). At least 25% of the Warrant issue price shall be payable upfront at the time of subscription and allotment of the Warrants, and the balance 75% shall be payable upon exercise of the conversion option, in accordance with the applicable provisions of the SEBI ICDR Regulations and the terms of the issue. The Warrants shall be convertible into an equivalent number of fully paid-up Equity Shares within the period prescribed under the applicable regulations and the terms of the issue. Any restrictions on the exercise of the conversion option in connection with the open offer shall be consistent with applicable laws, the SEBI SAST Regulations and the relevant open offer documents. The proposed issue of Equity Shares and Convertible Warrants, taken together, is expected to result in aggregate issue proceeds of up to Rs.23,20,00,000/- (Rupees Twenty-Three Crore Twenty Lakh only), subject to subscription and exercise of the Warrants in accordance with their terms. The details of the proposed preferential issue of Convertible Warrants, including the proposed allottees, pricing, conversion terms and other applicable disclosures, are set out in Annexure C and Annexure C1. 4. Approval for the Formation/Incorporation of a Wholly-Owned Subsidiary in the United Arab Emirates (UAE) The Board of Directors considered and approved the proposal to incorporate a Wholly-Owned Subsidiary (“WOS”) of the Company in the United Arab Emirates (“UAE”) [Showing first 8,000 characters — download PDF for full document]