Indo Thai Securities Limited unsecured creditors have unanimously approved the Scheme of Arrangement for the demerger of its Broking and Distribution (B&D) undertaking into Indo Thai Financial Services Limited. The special resolution was passed on July 24, 2026, receiving full support from all valid votes cast. This approval, combined with earlier shareholder consent, clears the primary stakeholder requirements for the restructuring, pending final sanction by the National Company Law Tribunal (NCLT), Indore Bench.

The meeting of unsecured creditors was convened pursuant to the NCLT order dated June 10, 2026, in Company Application CA(CAA)/04(MP)2026. The proceedings were chaired by Advocate Rohit Dubey and conducted via Video Conferencing/Other Audio Visual Means (VC/OAVM). Shruti Sikarwar, Company Secretary and Compliance Officer, facilitated the meeting, which began at 3:00 P.M. IST with a quorum of 27 creditors present via VC. The record date for determining creditor eligibility was December 31, 2025.

Creditor Participation and Voting

As of the cutoff date, 1,004 unsecured creditors held claims aggregating to ₹48,85,19,193.96. While no creditors attended physically, 27 participated via VC, and 63 voted through remote e-voting. The resolution passed with 100% support from valid votes. Five corporate entities submitted invalid votes totaling ₹14,49,372 due to missing authorization documentation, representing approximately 3.03% of the total value voted.

Scrutinizer’s Report and Procedural Compliance

PCS Kaushal Ameta, appointed as scrutinizer by the NCLT, submitted a consolidated report confirming the resolution met the requisite majority of three-fourths in value. The report highlighted procedural lapses among five corporate entities that failed to provide Board Resolutions or Authority Letters. Despite these invalidations, the magnitude of valid votes ensured the outcome remained unaffected. The results were disclosed on July 25, 2026, pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

What the Numbers Show

The unanimous support from valid unsecured creditor votes underscores strong backing for the structural separation of the B&D business. The high volume of invalid votes from corporate entities indicates compliance gaps in adhering to e-voting authorization requirements. However, the robust margin of valid votes ensures the restructuring process proceeds without delay. The next step involves seeking final sanction from the NCLT, Indore Bench, to implement the demerger effective from the appointed date.

Indo Thai Securities reported a 34.6% year-on-year rise in standalone net profit to ₹1,111.05 lakh for the quarter ended June 30, 2026. Revenue from operations for the quarter stood at ₹2,060.55 lakh, compared to ₹1,401.75 lakh in the same period last year, reflecting a revenue growth of 47.14% year-on-year. The board approved the unaudited standalone and consolidated financial results for the first quarter, following a review by the Audit Committee and a limited review by the statutory auditors.

Financial Performance

The company's profit before tax for the quarter increased to ₹1,498.75 lakh from ₹996.92 lakh in the corresponding quarter of the previous year. Total income rose to ₹2,062.53 lakh from ₹1,403.56 lakh. Basic earnings per share for the quarter were reported at ₹0.86, compared to ₹0.70 in the prior year period. The following table summarises the key financial metrics for the quarter:

NCD Issuance Approval

The board approved the issuance of secured, redeemable, unlisted, unrated, non-convertible debentures (NCDs) aggregating up to ₹100 crore. The issuance will be in one or more tranches on a private placement basis, subject to regulatory approvals. The proposed issuance is within the overall borrowing limits previously approved by shareholders.

Board Decisions

The board constituted a Debenture Issuance, Allotment and Redemption Committee to oversee the NCD issuance. The committee includes Parasmal Doshi as Chairperson, Dhanpal Doshi, and Amber Chaurasia as members. Additionally, the board approved the re-appointment of Dhanpal Doshi as Managing Director, Parasmal Doshi as Whole Time Director, and Rajendra Bandi as Whole Time Director for a term of three years effective from September 20, 2026, subject to shareholder approval.

The board fixed September 19, 2026, as the date for the 32nd Annual General Meeting (AGM), which will be held via video conferencing. The appointment of M/s Vinod Singhal & Co. LLP as the statutory auditor for a term of five years was also approved, subject to shareholder approval.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE337M01021/30d6585bec6a49ca.pdf