Indo Thai Securities Ltd

Indo Thai Securities Ltd — Reg 29(2) Disclosure

• Target Company: Indo Thai Securities Limited.
• Disclosing Parties: Dhanpal Doshi (Promoter) and Varsha Doshi (Promoter Group).
• Transaction Type: Acquisition of 80,000 shares by promoters in open market.
• Pre-transaction holdings: Dhanpal Doshi 12,705,000 shares (9.80%), Varsha Doshi 14,745,500 (11.38%).
• Acquisition details: 60,000 shares by Dhanpal (0.05%), 20,000 by Varsha (0.01%).
• Post-transaction holdings: Dhanpal Doshi 12,765,000 shares (9.85%), Varsha Doshi 14,765,500 (11.39%).
• Date of transaction: 29/09/2026.
• Mode of acquisition: Open market.
• Share capital context: Equity capital before/after Rs 12,96,18,190; diluted capital after Rs 13,34,43,190.

Indo Thai Securities Ltd – Trading Window Closure from 01st October, 2026 till the expiry of 48 hours after the financial results for the quarter ended on 30th September, 2026 become generally available information

AGM Details

• Date and time: 19 September 2026, 12:30–01:01 IST.
• Mode: VC/OAVM.
• Record date: 12 September 2026.
• Last date of postal ballot receipt: 19 September 2026.
• Scrutinizer: Kaushal Ameta (CS) appointed.
• Meeting end time: 01:01 PM IST.

Resolutions and outcomes

• Adoption of financial statements (Ordinary) — Passed.
• Declaration of dividend (Ordinary) — Passed.
• Appointment by rotation of director (Ordinary) — Passed.
• Re-appointment of statutory auditor; remuneration fixed (Ordinary) — Passed.
• Re-appointment of MD as Managing Director (Special) — Passed.
• Re-appointment of one Whole-Time Director (Special) — Passed.
• Re-appointment of another Whole-Time Director (Special) — Not approved.
• Remuneration increase for CEO with place of profit (Special) — Passed.
• Remuneration increase for CFO with place of profit (Special) — Passed.
• Amendment to Memorandum of Association (Special) — Passed.

AGM Details

• Date, time, mode: 19 September 2026 at 12:30 P.M., via VC/OAVM.
• Quorum: 69 members attended.
• Remote e-voting: 16–18 September 2026; voting at AGM open 15 minutes post meeting.
• Meeting concluded at 1:01 P.M. IST.

Resolutions

• Adoption of Financial Statements — outcome not disclosed.
• Declaration of Dividend — outcome not disclosed.
• Appointment of Rajendra Bandi by rotation — outcome not disclosed.
• Appointment of Vinod Singhal & Co. LLP as Statutory Auditor — remuneration to be fixed.
• Re-appointment of Dhanpal Doshi as Managing Director — outcome not disclosed.
• Re-appointment of Parasmal Doshi as Whole-Time Director — outcome not disclosed.
• Re-appointment of Rajendra Bandi as Whole-Time Director — outcome not disclosed.
• Increase in remuneration of Sarthak Doshi (CEO) with office of profit — outcome not disclosed.
• Increase in remuneration of Nishit Doshi (CFO/COO) with office of profit — outcome not disclosed.
• Amendment in Main Object Clause of the MOA — outcome not disclosed.

Directors & Management

• Dhanpal Doshi re-appointed as Managing Director.
• Parasmal Doshi re-appointed as Whole-Time Director.
• Rajendra Bandi re-appointed as Whole-Time Director.
• Parasmal Doshi abstained from items 5, 6, 8 and 9.

Auditors & Secretarial

• Statutory Auditor: Vinod Singhal & Co. LLP proposed; remuneration to be fixed.
• Internal Auditor: Geetanjali Vijayvargiya.
• Secretarial Auditor: Kaushal Ameta.
• Scrutinizer: Kaushal Ameta.

Corporate Restructuring

• Scheme of Arrangement for demerger between ITSL and ITFSL approved by Board and shareholders; awaiting regulatory/NCLT approvals.

Capital Actions & CSR

• Stock split completed; face value Rs10 split into 10 shares of Rs1 each.
• Convertible warrants converted: 11,69,800 warrants into 1,16,98,000 equity shares; 4,22,000 warrants converted; 60,500 warrants forfeited.
• CSR expenditure FY2025-26: Rs18,84,895 vs Rs18,76,912 requirement; excess Rs7,983 to be adjusted next year.

Debenture issuance update

• Approval for issuance of secured, redeemable, unlisted, unrated NCDs up to ₹10 crore on private placement.
• Debenture Trust Deed and Deed of Hypothecation executed with Axis Trustee Services Limited on 12 September 2026.
• Debenture Trustee appointed: Axis Trustee Services Limited for the benefit of debenture holders.
• Asset cover: minimum 1.25x on outstanding principal and accrued interest.
• Security perfection: CHG-9 to be filed with ROC within 30 days.
• Negative pledge: no further encumbrance over hypothecated assets without consent of Debenture Trustee.

Parties

• Indo Thai Securities Limited and Axis Trustee Services Limited are the parties to the Debenture Trustee Agreement.

Purpose

• To execute a Debenture Trustee Agreement in connection with private placement of NCDs.

Key terms

• NCDs up to Rs 100 crore, secured, redeemable, unlisted, unrated, in one or more tranches.

Related party status

• No related party transaction disclosed; no promoter/group connections indicated.

Impact

• Facilitates funding via private NCDs; potential impact on leverage upon issuance.

Regulatory disclosures

• Disclosures to stock exchanges as applicable; compliance with Companies Act and laws.