ITL Industries declared a dividend of ₹1.25 per equity share for the financial year 2025-26 at its 38th Annual General Meeting held on September 22, 2026.

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.

Resolutions Passed

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.

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.