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.

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.