Outcome of Meeting of Committee of Independent Directors held today i.e. October 26, 2026 for proposed Preferential Issue and Change in Control-Disclouser of event or information under regulation 30 of the SEBI (LODR) Regulation, 2015

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 Meeting of Committee of Independent Directors held today i.e. October 26, 2026 for proposed Preferential Issue and Change in Control- Disclosure of event or information under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015. Dear Sir/Madam, Pursuant to Regulation 30 of the Securities and Exchange Board of India („SEBI‟) (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 164& Regulation 166A (2) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 („SEBI ICDR Regulations‟), we hereby inform you that the Committee of Independent Directors of the Company in its meeting held today, October 26, 2026has inter-alia considered and recommended the following; 1. Proposal for the issuance and allotment, on a preferential basis, 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 premium of Rs.4.50/- (Rupees Four and Fifty Paise only)per equity shares, aggregating up to Rs.8,61,30,000/- (Rupees Eight Crore Sixty-One Lakh Thirty Thousand only)on a preferential basis, determined under Regulation 164 read with Regulation 166A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 to proposed allottees as mentioned in Annexure A and Annexure A1 on preferential basis under the terms of SEBI (Issue of Capital & Disclosures Requirement) Regulation, 2018 subject to receipt of necessary approvals. Further, the proposed preferential issue has triggered an obligation on the Acquirers to make an open offer in accordance with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI (SAST) 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 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. 2. Proposal for raising of funds issuance of upto 1,00,60,000 (One Crore Sixty Thousand) Convertible Warrants („Warrants‟) of face value of Rs.10/- each for cash, at an issue price of Rs.14.50/- (Rupees Fourteen and Fifty Paise only) per Warrant („Warrant Issue Price‟) (including a premium of Rs.4.50/- (Rupees Four and Fifty Paise only) to the proposed Promoters and promoters group Category and Non-promoter-Public Category (Proposed Allottees), aggregating to an amount not exceeding Rs.14,58,70,000/- (Rupees Fourteen Crore Fifty-Eight Lakh Seventy Thousand only)on a preferential basis, determined under Regulation 164 read with Regulation 166A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 to proposed allottees as mentioned in Annexure B and Annexure B1 on preferential basis under the terms of SEBI (Issue of Capital & Disclosures Requirement) Regulation, 2018 subject to Shareholders and other necessary approvals if any; Further, based on the Valuation Report dated October 26, 2026, received from Ms. Kavita Joshi, an Independent Registered Valuer registered with the Insolvency and Bankruptcy Board of India (IBBI Registration No.: IBBI/RV/06/2025/15868), having her office at 303, Building No. 9, Vardhaman Vatika Complex, Taluka Shahpur, Thane – 421601, the Committee considered and noted that the issue price of Rs. 14.50/- (Rupees Fourteen and Fifty Paise only) per Equity Share has been determined in accordance with the applicable provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The offer price also includes a control premium on account of change in control pursuant to the proposed preferential allotment and upon completion of the Open Offer. Thus, the committee is of the view that the Issue price and the proposed preferential allotment is fair and reasonable. 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 voting pattern of the said Committee meeting was as follows: Sr. No. Name of the Independent Assent Dissent Director 1 Mr. Biligere Shekar Prakash √ - 2 Mr. Rajeev Gobindram √ - Hassanand 3 Mr. Ranjan Kotekar √ - You are requested to kindly take the above information on record. Thanking You, For Hittco Tools Limited Sonali Jain Company Secretary & Compliance Officer Membership No.: A42437 Place: Bangalore 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 ANNEXURE A DISCLOSURE OF MATERIAL EVENT UNDER REGULATION 30 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 – PREFERENTIAL ISSUE OF EQUITY SHARES Sr. no Particular of material Details event a Type of securities Fully paid-up Equity Shares having a face value proposed to be issued of Rs.10/- (Rupees Ten only) each, proposed to be issued on a preferential basis to the proposed Promoters and Non-Promoter investors, as detailed in Annexure B1 b Type of issuance Preferential issue of Equity Shares in accordance (further public offering, with Chapter V of the Securities and Exchange rights issue, depository Board of India (Issue of Capital and Disclosure receipts (ADR/GDR), Requirements) Regulations, 2018 (“SEBI ICDR qualified institutions Regulations”), read with the Companies Act, placement, preferential 2013 and the rules made thereunder, as allotment etc.) applicable. c Total number of Up to 59,40,000 (Fifty-Nine Lakh Forty Thousand) securities proposed to fully paid-up Equity Shares having a face value of be issued Rs.10/- (Rupees Ten only) each. d Issue Price The Equity Shares are proposed to be issued at an issue price of Rs.14.50/- (Rupees Fourteen and Fifty Paise only) per Equity Share, comprising a face value of Rs.10/- (Rupees Ten only) and a securities premium of Rs.4.50/- (Rupees Four and Fifty Paise only) per Equity Share, payable in cash. The issue price shall be in compliance with the applicable pricing provisions of the SEBI ICDR Regulations, including Regulations 164 and 166A, as applicable. e Name & Number of As detailed in Annexure B1, the proposed Investors preferential issue comprises 14 (Fourteen) investors, consisting of 3 (Three) proposed Promoters and 11 (Eleven) Non-Promoter investors. 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 g Lock-in The Equity Shares allotted pursuant to the proposed prefere [Showing first 8,000 characters — download PDF for full document]