Hittco Tools Limited's board of directors conducted a comprehensive meeting on January 19, 2026, addressing multiple corporate actions and strategic decisions. The meeting, held at the company's registered office in Bangalore, commenced at 10:00 AM and concluded at 3:00 PM, covering significant matters related to equity allotment, share forfeiture, and board appointments.

Preferential Allotment of Equity Shares

The board approved the issuance and allotment of up to 4,45,000 equity shares on a preferential basis, structured across promoter and non-promoter categories. The allotment will be conducted in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, subject to regulatory and shareholder approvals.

Yash Vardhan Bhandari currently holds 1,18,700 equity shares, while Mr. Shreyans Bhandari has no existing shareholding in the company. The pricing has been determined in accordance with SEBI ICDR Regulations.

Share Forfeiture and Cancellation

The board approved the forfeiture of 2,47,600 partly paid equity shares with a face value of ₹10.00 each due to non-payment of call money as per the terms of issue. The forfeited shares will be cancelled, and the Register of Members will be updated accordingly. The affected shareholders include major stakeholders such as Foresight Financial Services Ltd, which accounts for 1,96,200 shares of the total forfeiture.

Board Appointments and Corporate Governance

Following recommendations from the Nomination and Remuneration Committee, the board appointed Mr. Ranjan Kotekar as Additional Independent Director. Mr. Kotekar brings over 10 years of management experience and holds DIN Number 02964263. The appointment is effective from January 19, 2026.

The board also appointed M/s Manjeet & Associates, Company Secretary in practice, as Scrutinizer for conducting the postal ballot process to ensure fair and transparent proceedings.

Related Party Transaction

The company entered into a machinery rental agreement with Hittco Industries Private Limited, a promoter group entity. The arrangement involves manufacturing equipment rental to enhance production capacity and operational efficiency.

Regulatory Compliance

The board cancelled the special resolution passed by shareholders at the 31st Annual General Meeting held on September 30, 2025, regarding the previous preferential allotment approval. This cancellation paves the way for fresh resolution and approval processes. The company will make necessary disclosures and filings with statutory authorities in compliance with applicable laws for all approved actions.

Hittco Tools Limited has issued a comprehensive postal ballot notice to shareholders seeking approval for a preferential allotment of equity shares worth ₹61.94 lakhs. The company has engaged Central Depository Services Limited (CDSL) to facilitate remote e-voting for the proposed resolutions.

Preferential Allotment Details

The postal ballot seeks approval for issuing 4,45,000 equity shares of face value ₹10.00 each at an issue price of ₹13.92 per share. The allotment targets both promoter and non-promoter categories with specific allocations:

The issue price of ₹13.92 per share has been determined in accordance with SEBI ICDR Regulations, representing the higher of the 90-day volume weighted average price (₹13.64) and 10-day volume weighted average price (₹13.92) preceding the relevant date of January 19, 2026.

Shareholding Impact

The preferential allotment will significantly alter the shareholding pattern of key stakeholders:

E-Voting Process and Timeline

The company has established a comprehensive remote e-voting framework with specific timelines and procedures:

Eligible shareholders whose names appear in the register of members as on the cut-off date can participate in the e-voting process through CDSL's platform at www.evotingindia.com .

Regulatory Compliance and Objectives

The preferential allotment complies with Sections 42 and 62(1)(c) of the Companies Act, 2013, and Chapter V of SEBI ICDR Regulations, 2018. The company has obtained necessary certifications from practicing company secretaries and independent registered valuers.

The funds raised through this preferential allotment will be utilized for working capital requirements, expansion plans, debt repayment, and general corporate purposes. The company aims to enhance production capacity, invest in infrastructure upgrades, and maintain financial stability during market uncertainties.

Additional Resolution

The postal ballot also includes a second resolution to cancel a special resolution passed at the Annual General Meeting held on September 30, 2025, which had previously approved a different preferential allotment of shares. The board recommends rescinding this earlier resolution to avoid compliance complications and ensure clarity in the company's capital-raising strategy.

The equity shares issued under this preferential allotment will be subject to lock-in requirements as per SEBI ICDR Regulations and will rank pari-passu with existing equity shares of the company.