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

ITL Industries reported a 31% year-on-year rise in net profit to ₹3.00 crore for the quarter ended June 30, 2026, driven by significant growth in its trading activities. The company’s operating income from operations expanded 26% to ₹52.19 crore, reflecting improved operational execution across its core segments.

The Board of Directors approved the unaudited financial results and recommended a dividend for FY26 during its meeting held on August 13, 2026. The company also announced that M.M. Metals Private Limited ceased to be a subsidiary effective March 20, 2026, following the disinvestment of its entire shareholding.

Financial Performance

Operating expenses rose in line with revenue growth, with cost of raw materials increasing to ₹24.71 crore and employee benefit expenses rising to ₹5.12 crore. Finance costs remained stable at ₹0.44 crore. Tax expenses were recorded at ₹0.88 crore, comprising current tax of ₹0.85 crore and deferred tax of ₹0.03 crore.

Segment-Wise Analysis

The trading activities segment emerged as the primary growth driver, contributing significantly to the overall profit expansion.

Machine manufacturing revenue stood at ₹36.26 crore, generating a pre-tax profit of ₹2.98 crore. Trading activities revenue grew sharply to ₹21.05 crore from ₹14.81 crore in the same period last year, with segment profit jumping to ₹1.34 crore from ₹0.99 crore. Inter-segment revenue was eliminated at ₹4.62 crore.

What the Numbers Show

The divergence between revenue growth and profit expansion highlights the improving contribution margin in the trading segment. While machine manufacturing revenue grew moderately, the trading segment’s profit nearly doubled, indicating higher value realization or volume efficiency in trading operations compared to the previous year.

Corporate Actions

The Board approved several administrative and governance measures:

• Re-appointment of the Cost Auditor for FY27.
• Enhancement of remuneration ceilings for Mr. Ravish Jain, Mr. Prakhar Jain, Mr. Manish Jain, and Mr. Shekhar Jain, subject to member approval.
• Approval of material related-party transactions under Section 188 of the Companies Act, 2013.
• Adoption of new Memorandum and Articles of Association aligned with Schedule I of the Companies Act, 2013.

The 38th Annual General Meeting is scheduled for September 22, 2026, with the record date for dividend entitlement set as September 15, 2026. I G & Associates have been appointed as the scrutinizer for e-voting and the AGM.