BSECompany Update4d ago · 27 Oct 2026, 08:31 am
Navigant Corporate Advisors Ltd ("Manager to Open Offer") has submitted to BSE a copy of Public Announcement under Regulation 3(1), Regulation 4 read with Regulations 13(1), 13(2) (G), 14 and 15(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended for the attention of the Equity Shareholders of Hittco Tools Ltd ("Target Company").
Hittco Tools Ltd · 531661
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Hittco Tools Ltd has received a public announcement from Navigant Corporate Advisors Ltd regarding an open offer for the acquisition of up to 58,77,261 equity shares, representing 26.00% of the expanded equity share capital on a fully diluted basis, at a price of Rs. 15.30 per share.
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Full Announcement
Hittco Tools Ltd - 531661 - Public Announcement - Open Offer
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AA 4
Navigant
NAVIGANT CORPORATE ADVISORS LIMITED
Regd. Office: 804, Meadows, Sahar Plaza Complex,J B Nagar, Andheri-Kurla Road,
Andheri (East) Mumbai-400 059; Tel: +91-22- 4120 4837 / +91 22 4973 5078
Email: navigant@navigantcorp.com; Website:www.navigantcorp.com (CIN: L67190MH2012PLC231304)
Date: 26.10.2026
The Manager
Dept. of Corporate Services
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort
Mumbai - 400 001
Sub: Public Announcement to the shareholders of Hittco Tools Limited (BSE Code: 531661)
Dear Sir,
We are pleased to inform that we have been appointed as ‘Manager to the Offer’ by Irfan Ismail Chapra
(Acquirer-1), Reshma Irfan Chapra (Acquirer-2) and Mubina Gulzar Sofia (Acquirer-3) (Acquirer-1, Acquier-2
and Acquirer-3 hereafter referred to as the “Acquirers”) for acquiring up to 58,77,261 equity shares of
face value of Rs. 10/- each of Hittco Tools Limited (‘Target Company’) representing 26.00% of the
Expanded Equity and Voting Share Capital of the Target Company at a price of Rs. 15.30/- per Share fully
paid-up Equity Share and Rs. 10.30 per partly paid-up share (‘Offer Price’), through Open Offer under
Regulation 3(1), 4 read with Regulation 15(1) and 13(2)(g) of SEBI (SAST) Regulations, 2011 (‘the
Regulations’) requiring the Public Announcement (‘PA’) in terms of Regulation 13 (1) of the said
Regulations.
This Open offer is triggered pursuant to the approval of Board of Directors of Target Company to issue
Equity Shares and convertible warrants to the Acquirers.
Accordingly, we have prepared the PA. We are hereby requesting you to please upload the enclosed PA
on your website in accordance with Regulation 14(1) of the Regulations.
Thanks & Regards,
For Navigant Corporate Advisors Limited
Sarthak Vijlani
Managing Director
PUBLIC ANNOUNCEMENT UNDER REGULATION 3(1), REGULATION 4 READ WITH REGULATIONS 13(1
13(2)(G), 14 AND 15(1) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) |
REGULATIONS, 2011, AS AMENDED FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF
HITTCO TOOLS LIMITED
“HTL”"/ “TARGET COMPANY”/ “TC""
(Corporate Identification No. L28939KA1995PLCO16888
Registered Office: No-17-C, KIADB Industrial Area, 2" Phase, Peenya, Bangalore-560058;
Phone No.: 080- 40865062; Email id: cs@hittco.com;/ info@hittco.com; Website: www.hittco.com
CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS
OPEN OFFER FOR ACQUISITION OF 58,77,261 (FIFTY-EIGHT LAKHS SEVENTY-SEVEN THOUSAND TWO
HUNDRED SIXTY-ONE) EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH ("EQUITY SHARES" CONSTITUTING
26.00% OF THE EXPANDED EQUITY SHARE CAPITAL ON FULLY DILUTED BASIS *AS DEFINED BELOW) OF
HTL, FROM THE PUBLIC SHAREHOLDERS OF HTL BY IRFAN ISMAIL CHAPRA (ACQUIRER-1), RESHMA IRFAN
CHAPRA (ACQQ!U IRER-2) AND MUBINA GULZAR SOFIA (ACQQU IRER-3) ((AACCQQL UIRER-1 ACQUIRER-2_AND
ACQUIRER-3 HEREINAFTER COLLECTIVELY REFERRED TO AS THE "ACQUIRERS") [PURSUANT TO AND IN
ACCORDANCE WITH REGULATION 3(1) AND REGULATION 4 READ WITH OTHER APPLICABLE PROVISIONS OF
THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS)
REGULATIONS, 2011, AS AMENDED ("SEBI (SAST) REGULATIONS")
This Public Announcement ("Public Announcement” or "PA") is being issued by Navigant Corporate Advisors
Limited (the "Manager to the Offer’) for and on behalf of the Acquirers to the Public Shareholders of the Target
Company pursuant to and in compliance with Regulations 3(1) and Regulation 4 read with other applicable
provisions of the SEBI (SAST) Regulations.
DEFINITIONS:
“Equity Shares” means the equity shares of the Target Company having a face value of Rs. 10/- (Rupees Ten
Only) each, comprising fully paid-up equity shares and partly paid-up equity shares, as applicable.
“Existing Share & Voting Capital” means the existing paid-up share capital of the Target Company prior to the
Proposed Preferential Issue, comprising 63,57,247 fully paid-up Equity Shares of face value of Rs. 10/- each
and 2,47,600 partly paid-up Equity Shares of face value of Rs. 10/- each, paid-up to the extent of Rs. 5/- per
share, aggregating to a total paid-up share capital of Rs. 6,48,10,470/-.
“Emerging Equity & Voting Share Capital” means 1,25,44,847 Equity Shares of the face value of Rs. 10/- each
of the Target Company, comprising the existing 63,57,247 fully paid-up Equity Shares and 2,47,600 partly paid-
up Equity Shares, together with 59,40,000 fully paid-up Equity Shares to be allotted to the Acquirers and public
category investors on a preferential basis, assuming continued existence of the partly paid-up Equity Shares.
“Expanded Equity Share Capital on a fully diluted basis” means 2,26,04,847 Equity Shares of the face value
of Rs. 10/- each of the Target Company, comprising the existing 63,57,247 fully paid-up Equity Shares and
2,47,600 partly paid-up Equity Shares, together with 59,40,000 fully paid-up Equity Shares to be allotted to the
Acquirers and public category investors on a preferential basis and 1,00,60,000 warrants convertible into
Equity Shares to be allotted to the Acquirers and public category investors on a preferential basis, assuming
full conversion of the warrants and continued existence of the partly paid-up Equity Shares.
“Offer” or “Open Offer” means the open offer for acquisition of up to 58,77,261 (Fifty-Eight Lakhs Seventy-
Seven Thousand Two Hundred Sixty-One) Equity Shares, representing 26.00% of the Expanded Equity Share
Capital of the Target Company on a fully diluted basis.
“Offer Price” has the meaning described to such term under paragraph 1.
“Offer Size" has the meaning described to such term under paragraph 1.
“Proposed Preferential Issue” means the proposed preferential allotment approved by the Board of Directors
of the Target Company at its meeting held on Monday, 26 October, 2026, subject to the approval of the
members of the Target Company and such other regulatory approvals as may be required, comprising of
59,40,000 (Fifty-Nine Lakh Forty Thousand) equity shares at an issue price of Rs.14.50/- per equity share, of
which 52,00,000 equity shares are proposed to be allotted to the Acquirers, comprising 18,00,000 equity shares
to Acquirer-1, 18,00,000 equity shares to Acquirer-2 and 16,00,000 equity shares to Acquirer-3, and 7,40,000
equity shares are proposed to be allotted to public category investors and 1,00,60,000 (One Crore Sixty
Thousand) convertible warrants, convertible into equity shares of the Target Company, at an issue price of Rs.
14.50/- per convertible warrant, of which 63,00,000 convertible warrants are proposed to be allotted to the
Acquirers, comprising 26,00,000 convertible warrants to Acquirer-1, 26,00,000 convertible warrants to
Acquirer-2 and 11,00,000 convertible warrants to Acquirer-3, and 37,60,000 convertible warrants are proposed
to be allotted to public category investors.
1. OFFER DETAILS:
« Offer Size: The Acquirers hereby make an open offer to the public shareholders of Hittco Tools
Limited to acquire up to 58,77,261 (Fifty-Eight Lakh Seventy-Seven Thousand Two Hundred and Sixty-
One) equity shares of face value of Rs. 10/- each, representing 26.00% of the Expanded Equity Share
Capital of the Target Company on a fully diluted basis, subject to the terms and conditions set out in
this Public Announcement, the Detailed Public Statement and the Letter of Offer, and in accordance
with the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended.
« Offer Price: An offer price of Rs. 15.30/- (Rupees Fifteen and Paisa Thirty Only) per fully paid-up
Equity Share and an offer price of Rs. 10.30/- (Rupees Ten and Paisa Thirty Only) per partly paid-up
Equity Share (“Offer Price”) shall be offered for the Equity Shares validly tendered during the
tendering period of the Offer. The Offer Price has been determined in accordance with the applicable
provisions of Regulation 8 of the SEBI (SAST) Regulations. Assuming full acceptance of the Offer in
respect of 58
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