ITL Industries Ltd

Remuneration approvals for relatives of directors

• AGM approved higher monthly remuneration for Ravish Jain, Prakhar Jain, Manish Jain, and Shekhar Jain.
• Remuneration limits increased from ₹5,00,000 to ₹7,00,000 per month.
• Increases apply to relatives of directors; they are sons of the directors.
• Effective dates in April 2026 per annexure (varied by individual).
• Remuneration increases exclude performance incentives.
• Ravish Jain: CEO (R&D) cap up to ₹7,00,000 per month.
• Prakhar Jain: CEO (Business Development) cap up to ₹7,00,000 per month.
• Manish Jain: COO (Business Operation) cap up to ₹7,00,000 per month.
• Shekhar Jain: COO (Sales & Marketing) cap up to ₹7,00,000 per month.
• Remunerations were approved by separate resolutions at the AGM.

MOA/AOA adoption

• Approved adoption of new Memorandum and Articles of Association under Companies Act 2013.
• AGM held Sept 22, 2026; remote e-voting and voting results reported by Scrutinizer.
• MOA updated to align with 2013 Act; main objects retained.
• AOA replaced to conform with 2013 Act; comprehensive restructuring sans scope change.
• Authorized share capital remains Rs 4 crore (40 lakh shares of Rs 10).
• Annexures A, B and C attached detailing MOA, new MOA, and AOA.

Dividend declaration and entitlement

• AGM approved dividend of Rs 1.25 per share for 2025-26.
• Record date set as 1 December 2026.
• Dematerialised holders receive dividend via depository data; physical shareholders via registered bank accounts.
• Dividend will be credited within regulatory timelines.

AGM Details

• Date and time: 22 September 2026, 11:00 AM to 12:15 PM, at the registered office.
• Mode: physical meeting with remote e-voting.

Resolutions and outcomes

• Adoption of audited financial statements (including consolidated) for FY2025-26 — passed with requisite majority.
• Dividend of Rs.1.25 per equity share proposed; approved.
• Director by rotation—Mahendra Jain reappointed; approved.

AGM Details

• Date: 22 September 2026; Time: 11:00 AM; Mode: Physical at registered office.
• Voting eligibility cut-off: 15 September 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adopt Audited Financial Statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Declare dividend of Rs 1.25 per equity share.
• Resolution 3 (Ordinary): Appoint Mahendra Jain as director (replacing retirement by rotation).
• Resolution 4 (Ordinary): Ratify remuneration of Cost Auditor for year ending 31 March 2027.
• Resolution 5 (Ordinary): Approve Related Party Transactions with Indore Tools Private Limited.
• Resolution 6 (Ordinary): Adopt New Memorandum of Association.
• Resolution 7 (Ordinary): Adopt New Set of Articles of Association.
• Resolution 8 (Ordinary): Increase remuneration of Ravish Jain (office of profit).
• Resolution 9 (Ordinary): Increase remuneration of Prakhar Jain (office of profit).
• Resolution 10 (Ordinary): Increase remuneration of Manish Jain (office of profit).
• Resolution 11 (Ordinary): Increase remuneration of Shekhar Jain (office of profit).

Voting Results

• Resolution 1: Passed by requisite majority.
• Resolution 2: Passed by requisite majority.
• Resolution 3: Passed by requisite majority.
• Resolution 4: Passed by requisite majority.
• Resolution 5: Passed by requisite majority.
• Resolution 6: Passed by requisite majority.
• Resolution 7: Passed by requisite majority.
• Resolution 8: Passed by requisite majority.
• Resolution 9: Passed by requisite majority.
• Resolution 10: Passed by requisite majority.
• Resolution 11: Passed by requisite majority.

Dividend

• Dividend per equity share: Rs 1.25 for the financial year.

Director Changes

• Director appointment: Mahendra Jain re-appointed (DIN 00256047) who retires by rotation.

Auditor Remuneration

• Remuneration of Cost Auditor ratified for the year ending 31 March 2027.

Related Party Transactions

• Approved related party transactions with Indore Tools Private Limited.

Other Material Approvals

• Adoption of new Memorandum of Association and new Articles of Association.

AGM outcomes and resolutions

• Audited financial statements for FY ended 31 March 2026 adopted.
• Dividend of Rs 1.25 per equity share for FY 2025-26 declared.
• Director Mahendra Jain to be re-appointed, retiring by rotation.
• Special Resolution: approval of related party transactions with a private limited company.
• Special Resolution: adoption of new Articles of Association.
• Increase in remuneration for Mr Ravish Jain.
• Mr Ravendra Jain elected Chairman for remainder of meeting.
• Voting results to be declared on receipt of Scrutinizer's Report and uploaded to stock exchanges and company website.
• AGM held on 22 September 2026, concluding at 12:15 PM.

AGM Notice

• Notice issued for the 38th AGM of ITL Industries Limited for FY2025-26.
• Letter dated 26/08/2026 to shareholders accompanying AGM notice.
• Notice and related documents available on stock exchange websites.
• Cites compliance with Companies Act 2013 and SEBI Listing Regulations 2015.