The Investment Trust Of India Ltd

AGM details

• Date and time: 28-09-2026, 11:30 AM to 12:30 PM IST.
• Mode: VC/OAVM.
• Record date: 23-09-2026; shareholders on record: 6,881.
• Attendance via VC: 6 promoters and 66 public.

Resolutions and outcomes

• Resolution 1 (Ord): Adopt standalone and consolidated financial statements; passed 100% in favour.
• Resolution 2 (Ord): Re-appoint Mrs. Khyati Valia as director (retiring by rotation); passed 99.81% in favour.
• Resolution 3 (Ord): Approve material related party transactions of the company; passed 99.81% in favour.
• Resolution 4 (Ord): Approve material related party transactions of subsidiaries; passed 99.81% in favour.
• Resolution 5 (Special): Approve loan/guarantee/security under section 185; passed 99.81% in favour.

AGM Details

• Date/time: 28 Sep 2026, 11:30–12:30 IST, via VC/OAVM.
• Deemed venue: registered office, Mumbai.
• Proxies not applicable; e-voting facility provided.

Resolutions Passed

• Ordinary: Audited standalone and consolidated financial statements; reports; passed.
• Ordinary: Re-appointment of Khyati Valia as director; passed.
• Ordinary: Approval of material related party transactions of the company; passed.
• Ordinary: Approval of material related party transactions of subsidiaries; passed.
• Special: Approval to advance loans/guarantees/provide security u/s 185; passed.

Voting Outcome

• All resolutions passed with requisite majority; no significant dissent reported.

Material Related Party Transactions

• Approval granted for material RPTs with the company and subsidiaries; values undisclosed.

Secretarial/Voting Process

• Scrutinizer appointed for vote count and report submission.

The Investment Trust Of India Limited trading window closed from 01 October 2026 up to 48 hours after the declaration of unaudited financial results for the quarter and half year ended 30 September 2026

Executive snapshot

• Consolidated revenue 30,170.90 lakhs; PAT 3,471.45 lakhs; EPS 5.76.
• Standalone revenue from continuing operations 1,246.63 lakhs; standalone PAT (161.89) lakhs.
• Consolidated EPS rose to Rs 5.76 from Rs 0.03 (standalone basis negative).
• Dividend declared: none for the year; retained earnings policy retained profits.
• Redeemed 10,050 OCPS on 30-Dec-2025; preference share capital extinguished.
• Board approved amalgamation of ITI Gilts, ITI Wealth, ITI Alternate Funds, FMAL into TITIL; effective 1-Apr-2026 (subject to approvals).
• Demerger scheme for non-lending business withdrawn; no impact on current financials.
• IGLL loss of control in ITI Gold Loans Limited recognized; IGLL becomes associate (Rs 107.17 lakh gain).
• Material Subsidiaries: ITI Credit Ltd, Antique Stock Broking Ltd, ITI Gold Loans Ltd, ITI Capital Ltd.

Financial performance

• Consolidated total income: 30,170.90 lakhs vs 36,499.09 previous year.
• Consolidated expenses: 27,395.75 lakhs; profit before tax 4,635.47 lakhs.
• Tax: 1,164.02 lakhs; profit after tax 3,471.45 lakhs; total comprehensive income 3,524.25 lakhs.
• Standalone total income: 1,926.66 lakhs; PAT after tax (161.89) lakhs; comprehensive (163.98) lakhs.
• Consolidated EPS 5.76; prior year 8.14; stand-alone EPS (0.31).
• Equity capital (fully paid) Rs 52.24 crore; no change in equity since last year.

Business segments and operations

• Segment revenues: Broking 15,185.44; Investment & Advisory 4,012.35; Financing 9,521.18; Asset Management 3,728.83; Trading 0.
• Total segment revenue 30,170.90 after inter-segment adjustments of 2,276.90.
• Financing is the largest segment by segment profit before tax (4,743.75).
• Asset Management launched two new funds: Diviniti Equity Long Short Fund and ITI Business Cycle Fund.
• Mutual Fund AUM at 31-Mar-2026: Rs 9,994.75 crore; Asset Management AUM up strongly.
• Gold loan AUM at 31-Mar-2026: Rs 1,138.38 crore; Vehicle financing AUM: Rs 2,425.79 crore.

Capital structure and cash

• Consolidated equity attributable to owners: Rs 7,352.69 crore; non-controlling interest: Rs (33.76) crore.
• Total consolidated borrowings: significant level; overall leverage modest (debt/equity ratio around 0.07).
• Net debt to equity (consolidated) appears negative due to high cash and investments.
• OCPS redeemed; no outstanding OCPS as at 31-Mar-2026; no new equity issue in year.

Dividends, reserves and payouts

• Dividend payout under Dividend Distribution Policy not recommended for FY2025-26.
• Board retained profits in Retained Earnings; no transfer to reserves for the year.
• Dividend-related policy accessible on the company website.

Corporate actions and governance

• Board size 7; 4 Independent Directors; two independent directors added May 9, 2025.
• Alok Kumar Misra resigned (Independent) on May 9, 2025; Papia Sengupta reappointed; Sidharth Rath and Banavar Prabhakar appointed as IDs.
• Independent Directors met twice in FY2025-26; board conducted five meetings; committees consolidated (Audit, NRC, SRC, RMC).
• Management Committee and Internal Finance Committee dissolved with effect from May 13, 2026.
• Internal controls considered adequate; secretarial and statutory audits with no material qualifications.

Related party transactions

• Arm's length related party transactions disclosed; omnibus approvals used for repetitive RPTs.
• Major RPTs include inter-company deposits, rent income, reimbursements, and corporate guarantees across TITL group.
• IGLL-related RPTs: aggregate approvals around Rs 5,023.09 lakhs for FY2026-27; other subsectors disclosed in Annexures.
• Significant transactions with IHFL, IFL, ISBL, ITI Capital, and other group entities disclosed with details in Form AOC-2.

Subsidiaries and associates

• 12 wholly owned subsidiaries; 4 material subsidiaries; ITI Credit Ltd, Antique Stock Broking Ltd, ITI Gold Loans Ltd, ITI Capital Ltd.
• IGLL became associate after loss of control; IGLL now accounted as associate (Note 50).
• Subsidiary list and material-subs policy disclosed; Form AOC-1 appended.

Outlook and risks

• Management MD&A cites India's growth impetus, digital transformation, and NBFC sector dynamics.
• NBFCs expected to grow in 15-17% loan book; regulatory oversight to strengthen risk controls.
• Economic environment remains positive but exposed to global volatility, commodity prices, and funding costs.

AGM Details

• AGM date/time: 28 September 2026, 11:30 IST.
• Mode: VC/OAVM.
• Voting rights cut-off: 23 September 2026.
• Deemed venue: Registered Office.
• Remote e-voting window: 25–27 September 2026.

Key Resolutions

• Ordinary: Adopt standalone and consolidated financial statements for FY2025-26.
• Ordinary: Re-appoint Mrs. Khyati Valia as Director (retire by rotation).
• Ordinary: Approve material related party transactions with related parties (Table A1).
• Ordinary: Approve material related party transactions of subsidiaries (Tables B1–B6).
• Special: Section 185 approval for loans/guarantees/securities up to Rs 3.15 Crores for FY2026-27.

Director Changes

• Khyati Valia appointed Director; Non-Executive; DIN 03445571.
• Remuneration last drawn NIL; sitting fees NIL proposed.
• Date of first appointment: 25 March 2015.
• Shareholding in the Company: 8,84,556 equity shares.

Material Related Party Transactions

• IGLL RPTs: sub-lease rent, electricity, insurance reimbursements; corporate guarantees; aggregate Rs 5,023.09 Lakhs.
• ICrL-IFL: aggregate Rs 1,21,800 Lakhs.
• ICrL-IGLL: aggregate Rs 2,19,000 Lakhs.
• ICrL-IHFL: aggregate Rs 2,34,00 Lakhs.
• ASBL-LI&FPL: aggregate Rs 91,602 Lakhs.
• ICL-IGLL: aggregate Rs 60,450 Lakhs.
• ITISBL-LI&FPL: aggregate Rs 7,588.50 Lakhs.

Voting Results

• Voting results not disclosed in this filing chunk.

Board actions and financial results

• Board approved unaudited standalone and consolidated Q1 2026 results with Annexure I.
• 35th AGM scheduled for Sept 28, 2026 at 11:30 AM via VC/OAVM.
• Withdrawal of transfer of AIF asset management and advisory functions to ITI AMC; ITI remains sponsor and manager.
• Scheme of Arrangement approved to amalgamate transferor subsidiaries into TITIL; effective upon regulatory approvals.
• Appointed date for the Scheme is April 1, 2026.
• ITI Gold Loans Limited became an associate w.e.f. 30 November 2025; Q1 2026 figures not comparable.

Meeting Details

• Board meeting on August 13, 2026.

Key Agenda Items

• Consider and approve Standalone and Consolidated unaudited financial results for quarter ended June 30, 2026.

Other Notes

• Subject: Prior intimation of Board Meeting on August 13, 2026.