Indo Thai Securities Limited unsecured creditors have approved the Scheme of Arrangement in the nature of a demerger, transferring the company’s Broking and Distribution (B&D) undertaking to Indo Thai Financial Services Limited. The special resolution was passed on July 24, 2026, with unanimous support from valid votes, marking a critical milestone alongside earlier shareholder approval. This dual consent clears the primary stakeholder hurdles for the restructuring process, pending final sanction by the National Company Law Tribunal (NCLT), Indore Bench.

The voting process for unsecured creditors was conducted through remote e-voting and electronic voting during a meeting held via Video Conferencing/Other Audio Visual Means (VC/OAVM). Pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company disclosed the results on July 25, 2026. The Hon’ble NCLT, Indore Bench, had appointed PCS Kaushal Ameta as the scrutinizer vide its order dated June 10, 2026, in Company Application CA(CAA)/04(MP)2026. The record date for determining creditor eligibility was December 31, 2025.

Creditor Voting Outcome

A total of 1,004 unsecured creditors held claims as of the cutoff date, aggregating to ₹48,85,19,193.96. Of these, 63 creditors participated in remote e-voting, while none voted during the meeting. The resolution received full support from all valid votes cast. Five corporate entities submitted invalid votes due to procedural lapses in authorization documentation.

Scrutinizer’s Report and Invalid Votes

PCS Kaushal Ameta submitted the consolidated scrutinizer’s report confirming that the resolution was passed by the requisite majority representing three-fourths in value of the unsecured creditors casting their vote. The report highlighted material procedural issues among five corporate entities. A total of ₹14,49,372 in votes were declared invalid because these shareholders failed to furnish the requisite Board Resolutions or Authority Letters authorizing their representatives to vote. These invalid votes accounted for approximately 3.03% of the total value voted.

What the Numbers Show

The unanimous support from valid unsecured creditor votes, combined with the near-unanimous shareholder approval reported previously, underscores strong backing for the structural separation of the B&D business. The high volume of invalid votes from corporate entities—specifically ₹14,49,372—indicates compliance gaps among larger stakeholders in adhering to authorization requirements for e-voting. Despite this, the magnitude of valid votes in favor ensured the resolution passed comfortably without impacting the outcome. The next step involves seeking the 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