The Board of Directors of ITL Industries approved the adoption of a new set of Memorandum of Association (MOA) and Articles of Association (AOA) during its meeting held on August 13, 2026. The approval is subject to the consent of the company's members.

The move aims to bring the existing constitutional documents in line with the provisions of the Companies Act, 2013, replacing the earlier versions based on the erstwhile Companies Act, 1956.

Key Changes in MOA

The new MOA introduces several structural alterations while maintaining the core business objects of the company:

• Object Clauses: There is no change in the Main Objects under Clause III(A). However, the existing Clause III(B), covering incidental or ancillary objects, is replaced by a new Clause III(B) titled "Matters which are necessary for furtherance of the Objects specified in Clause III(A)".
• Merger of Objects: The existing Clause III(C), containing other objects, is merged into the new Clause III(B) as sub-clauses 38 to 48. This restructuring involves consequential renumbering without deleting any existing objects.
• Liability Clause: The existing liability clause is replaced to specify that the liability of members is limited to the amount unpaid, if any, on the shares held by them.
• Authorized Share Capital: The authorized share capital remains at ₹4,00,00,000 (Rupees Four Crores), divided into 40,00,000 equity shares of ₹10 each. The new clause removes verbose language regarding the power to increase or reduce capital, simplifying the statement while retaining statutory powers under the Act.

Updates to Articles of Association

The existing AOA contained references to specific sections of the Companies Act, 1956, which are no longer conforming to the current legal framework. The new AOA substitutes the existing regulations entirely to ensure compliance with the Companies Act, 2013.

The updated articles cover standard corporate governance provisions, including:

• Interpretation of terms such as "Applicable Law," "Board of Directors," and "Beneficial Owner."
• Procedures for share capital issuance, transfer, and transmission.
• Rules regarding general meetings, voting rights, and proxy appointments.
• Powers of the Board, including borrowing limits and investment authority.
• Provisions for dividends, reserves, accounts, and audit.

Regulatory Compliance

The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detailed changes are annexed to the filing submitted to the BSE Limited.

ITL Industries Limited has re-appointed Yash & Associates as its cost auditor for the financial year ending March 31, 2027. The Board of Directors approved the appointment during its meeting held on August 13, 2026.

The company disclosed the move pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Yash & Associates, holding Firm Registration Number (FRN) 005252, will conduct the cost audit for the upcoming fiscal year.

Auditor Profile

CMA Yash Vagrecha leads the practice. He is an Associate Member of the Institute of Cost Accountants of India and holds a Bachelor of Commerce degree from Vikram University, Ujjain. With over five years of experience in cost and management accounting, he has conducted cost audits for various manufacturing sectors including pharmaceuticals, textiles, chemicals, and auto components.

His expertise also extends to management consultancy, GST and income tax consultancy, project finance, and revenue audits. The firm has no disclosed relationships with the company’s directors.