Hittco Tools Ltd

Dematerialisation processing and listing status

• Securities received for dematerialisation in the quarter were confirmed to depositories by the RTA.
• Dematerialised securities were listed on the stock exchanges where existing securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification; depository's name substituted as owner within time limit.

AGM Details

• Held on Sep 30, 2026 at 11:00 AM via VC/OAVM.
• Remote e-voting window: Sep 27–29, 2026.
• Chair: Executive Director presided the meeting.

Resolutions put to vote

• Ordinary: Adopt Audited Financial Statements for FY 2025-26.
• Ordinary: Re-appointment of Sidharth Bhandari as Director (rotating).
• Special: Appointment of Shri Ranjan Kotekar as Independent Director.
• Special: Re-appointment of Surendra Bhandari as Managing Director.

Voting outcomes

• Combined results to be announced within two working days.
• Results to be intimated to Stock Exchange and placed on company website.

Director changes

• Sidharth Bhandari re-appointed as Director.
• Ranjan Kotekar appointed Independent Director.
• Surendra Bhandari re-appointed as Managing Director.

Hittco Tools Limited — Closure of Trading Window from 15 October 2026; will reopen upon completion of 48 hours of publication of Un audited Financial Results of the Company for the Quarter ended 30 September 2026, after approval thereof by the Board of Directors.

Cancellation details

• Board meeting canceled; originally scheduled Sept 11, 2026, with postponement to Sept 18, 2026.
• Cancellation due to unavoidable circumstances.
• Fresh intimation will be issued with the new date/time if the meeting is rescheduled.

Board Meeting – Reschedule Details

• Board meeting postponed to 18 September 2026 from 11 September 2026.
• Reason: unavoidable circumstances.
• Alteration of Main Object Clause of MOA.
• Fund-raising via issue of Equity Shares, Convertible Warrants, or other securities.
• Change of company name; consequential MOA/Articles alterations.
• Formation/incorporation of a UAE subsidiary.
• Convene an EGM of Members, appoint Scrutinizer, and consider any other business with chairperson's permission.
• Trading window remains closed until reopening date separately intimated.

AGM and AR access

• 32nd AGM scheduled for 30 September 2026 at 11:00 IST via VC/OAVM.
• Notice and FY 2025-26 AR sent electronically to shareholders with registered emails as of 23-09-2026.
• Shareholders without registered emails are provided a web-link to access the Annual Report.
• Register missing KYC details via prescribed forms on hittco.com and Cameo RTA.
• Wisdom portal link provided for investor queries.

Meeting Details

• Date: September 11, 2026; time and venue not disclosed.

Key Agenda Items

• Alteration of Main Object Clause of the MOA, subject to member and statutory approvals.
• Fund-raising plan through issue/allotment of Equity Shares, Convertible Warrants, or other securities.
• Change of company name, subject to member and regulatory approvals.
• Alteration of MOA and Articles of Association consequent to above changes.
• Formation/incorporation of a subsidiary in the United Arab Emirates (UAE).
• Proposal to convene an Extraordinary General Meeting for the above matters.
• Appointment of a Scrutinizer for the EGM voting, as required.
• Any other business with Chairperson's permission.

Other Notes

• Trading Window closed for insiders from September 8, 2026, until the board meeting concludes.

AGM details

• AGM on 30 September 2026 at 11:00 IST via VC/OAVM.
• Register of Members and Share Transfer Books closed 24–30 September 2026.

Resolutions

• Ordinary: Adopt audited financial statements and reports for year ended 31 March 2026.
• Ordinary: Re-appoint Sidharth Bhandari by rotation.
• Special: Appoint Ranjan Kotekar as Independent Director for five years.
• Special: Re-appoint Surendra Bhandari as Managing Director for five years; remuneration terms in notice.

Voting results

• Voting outcomes not disclosed in this notice.

Dividend

• Dividend proposal/approval not disclosed in this filing.

Director changes

• Sidharth Bhandari re-appointed by rotation.
• Ranjan Kotekar appointed Independent Director (not liable to rotate).
• Surendra Bhandari re-appointed as MD for five years.

Auditors

• Auditor appointment details not specified in this notice.

Related party transactions

• No material RPTs disclosed in this notice.

MD remuneration

• MD remuneration: basic INR 65,000/month; allowances up to INR 35,000/month; PF/Gratuity as per rules.

Notes

• AGM held via VC/OAVM per MCA circulars; deemed venue at registered office.
• Record date for voting is 23 September 2026.

Financial highlights

• Revenue from operations: Rs 80,974.76 thousand for year ended 31-Mar-2026.
• Total income: Rs 81,231.22 thousand; expenses: Rs 87,144.63 thousand.
• Profit before tax: Rs -5,913.41 thousand; tax: Rs 1,160.00 thousand.
• Profit after tax: Rs -7,175.66 thousand; EBITDA proxy: Rs 1,909.06 thousand.
• Net cash from operating activities: Rs 10,807.94 thousand.

Operations & segment

• Single operating segment: manufacture of machine tools.
• Drill Bits & Taps: turnover Rs 809.74 lakhs; after-tax loss Rs 71.75 lakhs.
• Export sales in FY2025-26: Nil; prior year Rs 13.32 lakhs.
• No change in nature of business.

Capital structure & dividends

• Paid-up share capital increased to Rs 64.81 crore via 4,45,000 new shares.
• Authorized capital Rs 150 crore; issued 66,04,847 shares; paid-up Rs 63,57,247; partly paid Rs 2,47,600.
• Board did not declare any dividend for the year.

Governance & board changes

• Ranjan Kotekar appointed Independent Director for five-year term.
• Sidharth Bhandari reappointed; Surendra Bhandari reappointed as Managing Director.
• Directors’ report, audit, and secretarial audit: compliant; no adverse notes.

Debt & liquidity

• Total borrowings: Rs 41,867.51 thousand; long-term Rs 33,108.30 thousand; current Rs 8,759.21 thousand.
• Non-current borrowings from related parties: Rs 21,808.59 thousand.
• Liquidity: current ratio 3.11x; no defaults or breaches reported.

Related party transactions & risk

• Related party transactions on arm’s length basis; disclosures in notes.
• Significant related parties include Surendra Bhandari, Sidharth Bhandari, Yashvardhan Bhandari, HTC Properties LLP, IEM entities.
• Adequate internal controls; risk management framework in place; no core risk committee required.

Compliance & ESG

• CSR not applicable under Section 135; no ESOP issued.
• Maternity benefit compliance; no sexual harassment complaints during year.
• Secretarial audit confirms compliance with applicable laws.

Outlook & risks

• Industry: domestic demand for drill bits & taps expected to rise; capacity expansion planned.
• Strategic focus on capacity utilization, resource redeployment, and overseas marketing.
• Risks include rising input costs, geopolitical factors, and regulatory changes.