ITL Industries shareholders approved the adoption of a new set of Memorandum of Association (MOA) and Articles of Association (AOA) during the company's 38th Annual General Meeting held on September 22, 2026. This move aligns the company's constitutional documents with the Companies Act, 2013.

The meeting also saw the declaration of a final dividend of ₹1.25 per equity share (12.5%) for the financial year 2025-26. The record date for determining eligible shareholders is September 15, 2026. Dividends will be credited to registered bank accounts within prescribed regulatory timelines.

Resolutions Passed

The meeting, convened at the company's registered office in Indore, saw the adoption of audited financial statements for the year ended March 31, 2026. Shareholders approved the appointment of a director and ratified the remuneration of the cost auditor. The business transacted included both ordinary and special resolutions:

• Adoption of standalone and consolidated financial statements for FY26.
• Declaration of dividend of ₹1.25 per equity share.
• Re-appointment of Mahendra Jain as Director, retiring by rotation.
• Ratification of Cost Auditor remuneration for FY27.

Special Business Approvals

Shareholders also sanctioned several key proposals through ordinary and special resolutions:

• Approval of related party transactions with Indore Tools Private Limited.
• Adoption of new Memorandum of Association and Articles of Association.
• Increase in remuneration for Ravish Jain, Prakash Jain, Manish Jain, and Shekhar Jain.

Rajendra Jain, Managing Director, chaired the meeting initially before stepping down for specific agenda items related to his interests. Rajesh Jain presided over those items. The statutory registers and inspection documents were made available for members.

Remuneration Hikes for Director Relatives

In a separate disclosure filed with BSE on September 23, 2026, ITL Industries confirmed that shareholders approved increases in remuneration for four individuals holding office or place of profit in the company. These individuals are relatives of the directors. The revised remuneration limits are effective from April 1, 2026.

The company stated that the increase in remuneration was proposed considering the increased responsibilities, role, performance, and contribution of these individuals towards their respective functional areas and the overall business. The revised limits exclude performance incentives, if any.

Details of New Constitutional Documents

The newly adopted MOA and AOA were approved to bring the company's governance framework in line with the Companies Act, 2013, replacing provisions based on the erstwhile Companies Act, 1956.

Memorandum of Association (MOA)

Key alterations in the MOA include:

• Realignment of object and liability clauses per Table A of Schedule I of the new Act.
• No change in Main Objects under Clause III(A).
• Replacement of Clause III(B) with "Matters which are necessary for furtherance of the Objects specified in Clause III(A)."
• Merging of existing Clause III(C) (Other Objects) into the new Clause III(B) without deletion of any existing objects.
• Clarification that member liability is limited to the amount unpaid on shares held.
• Authorized share capital remains ₹4 crore, divided into 40 lakh equity shares of ₹10 each.

Articles of Association (AOA)

The new AOA comprehensively replaces the existing articles to ensure conformity with the Companies Act, 2013. Key updates include:

• Updated definitions and interpretations aligned with the new Act.
• Revised regulations regarding share capital, transfer, transmission, and forfeiture of shares.
• Updated procedures for general meetings, board meetings, and voting rights.
• New provisions for dematerialization of securities and interaction with depositories.

Dividend Entitlement Details

The dividend is payable to members holding shares in physical form whose names appear in the Register of Members as on the record date. For dematerialized shares, entitlement will be determined based on beneficial owner details furnished by CDSL and NSDL as of September 15, 2026.

Voting Results Disclosure

ITL Industries filed detailed voting results for the 38th AGM on September 23, 2026, in compliance with SEBI Listing Obligations. The meeting commenced at 11:00 am and concluded at 12:15 pm. Out of 4,626 eligible shareholders as on the record date, 32 members were present in person or by proxy. No shareholders attended via video conferencing.

All eleven resolutions placed before the shareholders were passed with requisite majority. The promoter and promoter group held 1,441,241 shares, representing approximately 45% of the total outstanding equity capital of 3,204,300 shares. Public non-institutional shareholders held the remaining balance.

Summary of Voting Trends

The scrutinizer's report highlighted significant invalid votes in resolutions involving interested parties, specifically where promoters abstained from voting due to conflict of interest provisions under the Companies Act, 2013.

Note: Invalid votes were recorded for Items 3, 5, 8, 9, 10, and 11 due to exclusion of interested parties' votes.

ITL Industries has scheduled its 38th Annual General Meeting (AGM) for Tuesday, September 22, 2026. The meeting will be held at the company’s registered office in Indore, Madhya Pradesh.

The filing includes the notice for the AGM and the annual report for FY26. Shareholders will consider ordinary business items, including the adoption of audited financial statements and the declaration of a final dividend.

Dividend and Director Re-appointment

The Board proposes a final dividend of ₹1.25 per equity share for FY26. The record date for determining dividend eligibility is fixed as September 15, 2026.

Shareholders will also vote on the re-appointment of Mr. Mahendra Jain as Joint Managing Director. He retires by rotation at the meeting but is eligible and offers himself for re-appointment.

Related Party Transactions

A key special business item seeks approval for related party transactions (RPTs) with Indore Tools Private Limited for FY27. The proposed transaction limits are:

Indore Tools is a related party because the sons of the company’s directors serve as its directors. ITL Industries holds a 19.50% stake in the entity. During FY26, total transactions with Indore Tools amounted to ₹389.06 lakh, comprising sales of ₹0.79 lakh and purchases of ₹388.27 lakh. In FY25, total transactions stood at ₹3122.03 lakh.

The company also disclosed that it ceased to hold any stake in M. M. Metals Private Limited after disinvesting its entire 52.55% holding on March 19, 2026. Consequently, no shareholder approval for RPTs with M. M. Metals is being sought for FY27.

Executive Remuneration Hikes

The AGM agenda includes resolutions to increase the monthly remuneration caps for four executive directors, effective April 1, 2026. The proposed cap for each executive is ₹7,00,000 per month, excluding performance incentives:

• Mr. Ravish Jain, CEO (Research & Development)
• Mr. Prakash Jain, CEO (Business Development)
• Mr. Manish Jain, COO (Business Operation)
• Mr. Shekhar Jain, COO (Sales & Marketing)

These increases require shareholder approval under Section 188 of the Companies Act, 2013, as these individuals hold offices or places of profit in the company.

Governance and Compliance

Shareholders will also approve the ratification of remuneration for the cost auditor, Yash & Associates, for FY27. The fee is set at ₹25,000 plus reimbursement of out-of-pocket expenses.

Additionally, the meeting will seek approval via special resolution to adopt new sets of Memorandum of Association (MOA) and Articles of Association (AOA). This substitution aims to align the company’s constitutional documents with the Companies Act, 2013, without altering the main objects or business activities.

Voting and Logistics

Remote e-voting will be open from September 18, 2026, at 9:00 am to September 21, 2026, at 5:00 pm. The register of members and share transfer books will remain closed from September 16 to September 22, 2026.

The company has dispatched the soft copy of the Annual Report 2025-26 along with the AGM notice to shareholders who have registered email addresses with the Company or Depository. For shareholders without registered emails, a letter providing the web-link to access the documents has been sent. The documents are also available on the company’s website and the BSE website.

The filing confirms the company continues its compliance with listing norms for the fiscal year 2025-26.