ITL Industries Ltd. — AGM Information 2025

Sep 4, 2025

ITL/BSE/2025-26/27

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September 4, 2025

To, The BSE Limited 25[th] Floor, Phiroze Jeejeebhoy Towers Dalal Street, MUMBAI-400001 Online Filing at:-listing.bseindia.com BSE Code: 522183

Sub. : Filing of the Notice of 37[th] Annual General Meeting of the Company will be held on Tuesday, the 30[th ] day of September, 2025.

Dear Sir/Mam,

We are enclosing herewith Notice of the 37[th] Annual General Meeting of the Company will be held on Tuesday, the 30[th] day of September, 2025 at 11:00 A.M. at the Registered Office of the Company at 111, Sector-B, Sanwer Road, Industrial Area, Indore-452015 (M.P.)

You are requested to please take on record the above said document of the Company for your reference and further needful.

Yours faithfully,

For ITL Industries Limited

Digitally signed by Manoj Maheshwari DN: c=IN, o=Personal, postalCode=452010, l=Indore, st=Madhya Pradesh, Manoj street=111 Royal Bungalow Indore Indore Madhya Pradesh India 452010, title=5235, 2.5.4.20=a54045f17de58e6cabeebb121098601eb766a9753d8a2d30d1e9435c4a1 35b46, serialNumber=b89339e2ccb821b46eabd8027169982df513be6422a4e12492a9e8 Maheshwari 3c614acafd, email=manojmaheshwari3@gmail.com, cn=Manoj Maheshwari Date: 2025.09.04 14:14:00 +05'30' Manoj Maheshwari Company Secretary & Compliance Officer

Encl.: Notice of 37[th] Annual General Meeting

____________ ITL Industries Ltd. (a BSE listed, ISO 9001:2015 Certified Company) Address : 111, Sector-B, Sanwer Road Industrial Area, Indore-452015 (M.P.) INDIA. Phone No :+91 731 7104400-409, Mktg : +91-731-7104411 - 15, Sales : +91-731-7104416 & 19, Fax : +91-731-7104410 E-mail : info@itl.co.in ,marketing@itl.co.in, Website : www.itl.co.in CIN No. : L28939MP1989PLC005037, GSTIN:23AAACI3932N1ZK

37th ANNUAL REPORT 2024-25

ITL INDUSTRIES LIMITED

NOTICE OF 37TH ANNUAL GENERAL MEETING

Notice is hereby given that the 37th Annual General Meeting of the Members of ITL Industries Limited for the nancial year ended 31.03.2025 will be held on Tuesday, the 30th day of September, 2025 at 11.00 A.M. at the registered ofce of the Company situated at 111, Sector-B,Sanwer Road, Industrial Area, Indore-452015 (M.P.), to transact the following business:

Ordinary Business:-

1. To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated nancial statements) for the nancial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.

2. To declare dividend of Rs. 1/- per Equity Share for the nancial year 2024-2025.

3. himself for re-appointment.

Special Business :

4. Ratication of Cost Auditors Remuneration

To consider and approve the following resolution, without modication, if thought t to the following as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modication(s) or reenactment(s) thereof, for the time being in force), the company hereby raties the remuneration payable of Rs.25,000/(Rupees Twenty Five Thousand only) & re-imbursement of out–of– pocket expenses, if any to be paid to Y ash & Associates, Cost Accountants (FRN: 005252) appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the nancial year ended 31st March, 2026;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution and/or otherwise considered by them to be in the best interest of the Company.”

5. Appointment of Secretarial Auditor

To consider and approve the following resolution, without modication, if thought t to the following as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modication(s) or re-enactment(s) thereof for the time being in force), the Company hereby approves the appointment of M/s IG & Associates, Practicing Company Secretaries, Indore (ICSI Membership No: FCS 9955, FRN: I2013MP1054000), as the Secretarial Auditor of the Company for a xed term of ve consecutive nancial years commencing from nancial year 2025-26 to 20292030, on such remuneration as may be recommended by the Audit Committee and mutually agreed between the Board of Directors of the Company and the Secretarial Auditor from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters, and things as may be necessary, desirable or expedient to give effect to this resolution.”

6. To Borrow Monies in Excess of Paid-up Share Capital, Free Reserves and Securities Premium

To consider and approve the following resolution, without modication, if thought t to the following as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the

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Companies Act, 2013, read with the applicable rules and relevant notications (including any statutory modication(s) or re-enactment(s) thereof, for the time being in force) and in supersession of the resolution passed at the Annual General Meeting held on 27th September 2014, the consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall include any Committee thereof authorized for the purpose) to borrow, from time to time, for the purpose of the business of the Company, any sum or sums of money, whether by way of loans, issuance of debentures, bonds, or any other instruments or otherwise, from banks, nancial institutions, or any other person(s), notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business), may exceed the aggregate of the paid-up share capital, free reserves, and securities premium of the Company, provided that the total amount so borrowed and outstanding at any point in time shall not exceed ₹125 Crores (Rupees One Hundred Twenty Five Crores only).

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all necessary steps, execute all documents, deeds, and writings and do all acts and things as may be required to give effect to this resolution and to delegate such authority to any Director(s) or ofcer(s) of the Company as it may deem necessary or expedient in this regard.”

7. Authorization to the Board for Disposal of Subsidiary / Undertaking

To consider and approve the following resolution, without modication, if thought t to the following as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, read with the relevant rules made thereunder, and the Articles of Association of the Company, consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall include any Committee thereof), to sell, lease, transfer, dispose of or otherwise alienate, in one or more tranches, in future, the Company’s shareholding or interest in subsidiary of the Company, whether wholly or in part, or any assets thereof, if and when such transaction constitutes a sale, lease or disposal of the whole or substantially the whole of the undertaking as dened under the explanation to Section 180(1)(a) of the Act.

RESOLVED FURTHER THAT this enabling approval shall empower the Board to act promptly as and when such a need arises, without requiring fresh approval from shareholders at that time, thereby facilitating effective and timely decision-making in the best interest of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to determine the timing, manner, terms and conditions of such sale, lease, transfer or disposal, including nalizing the mode of transfer, valuation, execution of agreements or any related documents, and to do all such acts, deeds, matters and things as may be necessary or expedient in connection therewith, in its absolute discretion and in the best interest of the Company, including delegation of such powers to any Committee of the Board or ofcer(s) of the Company.

8. To approve Material Related Party Transactions of the Company

To consider and approve the following resolution, without modication, if thought t to the following as an Ordinary Resolution:

“RESOLVED THAT in supersession of all earlier resolutions passed in this regard and pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013, read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”) to enter into, carry out, continue, modify or renew existing contracts/arrangements/transactions or to enter into fresh and independent transactions, whether individually or as a series of transactions, with the related parties as detailed in the explanatory statement annexed to this Notice, notwithstanding that the aggregate value of such transactions may exceed the prescribed thresholds under the SEBI Listing Regulations;

RESOLVED FURTHER THAT all such contracts/arrangements/transactions shall be carried out on an arm’s length basis and in the ordinary course of business of the Company. The approval granted herein shall be valid for a period of 5

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(ve) nancial years commencing from April 1, 2025, and the proposed limits are specied separately for each related party, which shall apply on a per nancial year basis for each of the said ve nancial years;

RESOLVED FURTHER THAT the Board be and is hereby authorized to execute all agreements, documents, instruments, and writings as may be necessary, with full power to alter or vary the terms and conditions of such contracts/arrangements/transactions and to settle any questions, difculties, or doubts that may arise in this regard, as it may, in its absolute discretion, deem t.”

For and On behalf of the Board

PLACE: Indore DATE: 28.08.2025

Rajendra Jain Managing Director DIN : 00256515

NOTES

1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto.

2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll, instead of himself / herself and such proxy need not be Member. The proxy form is enclosed which should be deposited, at the Registered Ofce of the Company duly completed and signed, not less than 48 hours before the commencement of the Meeting.

3. A person can act as a proxy for not more than 50 Members and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

4. A Corporate Member intending to send its authorized representatives to attend the Meeting in terms of Section 113 of the Companies Act, 2013 is requested to send to the Company a certied copy of the Board Resolution authorizing such representative to attend and vote on its behalf at the Meeting. In case of joint holders, the Member whose name appears as the rst holder in the order of names as per the Register of Members of the Company will be entitled to vote during the AGM.

5. Members/Proxies/Authorized Representatives are requested to bring the attendance slips duly lled in for attending the Meeting. Members who hold shares in dematerialized form are requested to write their client ID and DP ID numbers and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the Meeting.

6. During the period beginning 24 hours before the time xed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the Company. All documents referred to in the Notice and accompanying explanatory statement are open for inspection at the Registered Ofce of the Company on all working days of the Company between 11:00 a.m. and 4:00 p.m. up to the date of the Annual General Meeting and at the venue of the Meeting for the duration of the Meeting.

7. As per the provisions of clause 3.A.II. of the General Circular No. 20/2020 dated May 5, 2020, issued by the MCA, the matters of Special business as appearing at Item Nos 4 to 8 of the accompanying Notice, are considered to be unavoidable by the Board and hence, form part of this Notice.

8. The Explanatory Statement pursuant to Section 102 of the Act in respect of the business under Item No. 4, 5, 6, 7 & 8 set out above and the relevant details of the Directors seeking appointment/re-appointment at this AGM as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by The Institute of

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Company Secretaries of India (“Secretarial Standard”) are annexed hereto. Requisite declarations have been received from the Directors seeking appointment/re-appointment.

1. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2024/135 dated December 12, 2024, the Annual Report along with the Notice of AGM is being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. For Members who have not registered their e-mail addresses, the Company is dispatching a physical letter providing the web-link and the exact path for accessing the Annual Report and Notice of AGM. Members may access the Annual Report and Notice at the Company’s website at: www.itl.co.in and on the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com .The Company shall, upon request, send a physical copy of the Annual Report to any Member. Members who wish to receive the physical copy may write to the Company at cs@itl.co.in.

2. The Ministry of Corporate Affairs (“MCA”) has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by Companies and has issued a circular on April 21, 2011 stating that the service of document by a Company can be made through electronic mode. Electronic copy of the Annual Report for the FY 2024-25 is being sent to all the members whose email ID’s are registered with the Company/Depository Participants Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company/Ankit Consultancy Pvt. Ltd., the Registrar and Share Transfer Agent. In case the shares are held by them in physical form. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company’s website www.itl.co.in, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of CDSL at www.evotingindia.com.

3. Institutional shareholders/corporate shareholders (i.e. other than individuals, HUF’s, NRI’s, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorisation etc., authorising their representative to vote through remote e-voting. The said Resolution/Authorisation shall be sent to the Scrutinizer by e-mail on its registered e-mail address to igassociatescs@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com. Institutional shareholders (i.e. other than individuals, HUF’s, NRI’s etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “e-Voting” tab in their login.

4. Voting by Members:

The voting for the agenda items as set forth in the Notice shall be done in the following manner:

• a) Members may cast their votes through electronic means by using an electronic voting system from a place other than the venue of AGM (Remote E-voting).

• b) At the venue of AGM, voting shall be done through Ballot Paper and the members attending the AGM, who have not casted their vote by Remote E-voting shall be entitled to cast their vote through Ballot Paper.

• c) A member may participate in the AGM even after exercising his right to vote through Remote E-voting but shall not be allowed to vote again at the venue of the AGM. If a member casts vote through Remote E-voting and also at the AGM, then voting done through Remote E-voting shall prevail and voting done at the AGM shall be treated as invalid.

Voting through Electronic means (Remote E-voting):

In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed thereunder and the regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL/NSDL, on the items mentioned in this AGM Notice. The Company has appointed I G & Associates, Practicing Company Secretaries (F.R. No.: I2013MP1054000) as scrutinizer for conducting the e-voting process and voting process in a fair and transparent manner. The voting period begins on Saturday 27th September, 2025 (from 9.00 A.M.) and end on Monday, 29th September, 2025 (at 5.00 P.M.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2025, may cast their vote electronically. The e- voting module shall be disabled for voting thereafter.

1. The Scrutinizer will submit his report to the Chairman or to any other person authorized by the Chairman after completion

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of scrutiny of the votes cast through remote e-Voting & Voting at AGM venue, within the time stipulated under the applicable laws. The results declared along with the Scrutinizer’s report shall be communicated to the Stock Exchanges on which the Company’s shares are listed and will also be displayed on the Company’s website at www.itl.co.in; and Notice Board at the Registered Ofce of the Company.

1. The Register of Members, Benecial Owner and Share Transfer Books of the Company will remain closed from Wednesday, 24th September, 2025 to Tuesday, 30th September, 2025 (Both days inclusive) for the purpose of Annual General Meeting.

2. The dividend on Equity Shares, if declared at the Annual General Meeting, will be payable within 30 days from the date of the AGM to those Members whose names appear in the Register of Members of the Company as on Tuesday, 23rd September, 2025, being the Record Date xed for this purpose. In respect of shares held in electronic form, the dividend will be paid on the basis of the Benecial Ownership details furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the said Record Date.

3. The Company has xed Tuesday, 23rd September, 2025 as “Record Date” for the purpose of the Annual General Meeting and to ascertain the eligibility to participate in the payment of dividend, if any.

4. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of Shareholders and the Company is required to deduct tax at source from dividend paid to Shareholders at the prescribed rates. For the prescribed rates for various categories, the Shareholders are requested to refer to the Income Tax Act, 1961. The Shareholders are requested to update their PAN with the Company/ Ankit Consultancy Private Limited (in case of shares held in physical mode) and with the Depositories/ Depository Participants (in case of shares held in demat mode). The shareholders who are not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benet of non-deduction of tax at source by e-mail to investor@ankitonline.com or cs@itl.co.in latest by 11:59 P.M. (IST) on or before 23rd September, 2025. Shareholders are requested to note that if their PAN is not registered, the tax will be deducted at a higher rate of 20%. Nonresident shareholders can avail benecial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e., No Permanent Establishment and Benecial Ownership Declaration, Tax Residency Certicate, Form 10 F, any other document which may be required to avail the tax treaty benets by sending an email to cs@itl.co.in.

5. Members who hold shares in dematerialized form are requested to quote Depository Account Number (Client ID No.) for recording of attendance at the meeting.

6. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.,

7. a. For shares held in electronic form: to their Depository Participants (Dps)

8. b. For shares held in physical form: to the Company/ Registrar and Transfer Agent in prescribed Form ISR- 1 and other forms pursuant to SEBI Circular No. SEBI/ HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021. The Company has sent letters along with Business Reply Envelopes (BRE) for furnishing the required details.

9. Non-resident members are requested to immediately notify: - (i) change in their residential status on return to India for permanent settlement; and (ii) particulars of NRE account, if not furnished earlier.

10. Members who are holding shares in identical names in more than one folios, are requested to write to the Company/Ankit Consultancy Pvt. Ltd., the Registrar and Share Transfer Agent, to consolidate their holding in one folio.

11. Members are requested to direct notications about change of name / address, email address, telephone / mobile numbers, PAN, Nomination, power of attorney, bank account details or any other information to their respective depository participant(s) (DP) in case the shares are held in electronic mode or to M/s Ankit Consultancy Pvt. Ltd., Registrar and Share Transfer Agents (RTA) of the Company, in case the shares are held in physical form.

12. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be veried from time to time.

As per the provisions of Section 72 of the Act, the facility for making Nomination is available for the Members in respect

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of the shares held by them. Members who have not yet registered their Nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier Nomination and record a fresh Nomination, he / she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to M/s. Ankit Consultancy Pvt. Ltd. in case the shares are held in physical form.

1. The Company has transferred all unpaid/unclaimed equity dividends up to the nancial year 2016-17to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of Companies Act, 2013.

2. Members are advised to claim their unpaid dividend for the year 2017-18 to 2023-24 if any, the Company is having unpaid dividend of Rs. 4, 82, 575.50/- for the year 2017-18 to 2023-24 Attention of the members of the Company are drawn towards the provisions of section 124(6) which provides that all the shares in respect of which unpaid or unclaimed dividend has been transferred u/s 124(5) shall also be transferred by the company in the name of IEPF. Therefore in the interest of the members it is advised to take appropriate action to encase the unpaid dividend and update their bank particulars through the respective DP’s. Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the company to the Investor Education and Protection Fund (‘the IEPF’), a fund established under sub-section (1) of section 125. The Company has sent intimation to all such shareholders who have not claimed their dividend for seven consecutive years. The details of unclaimed/unpaid dividend are also available on the website of the Company viz www.itl.co.in.

Members who have not yet encashed their dividend warrants for any subsequent nancial years are requested to make their claim at the earliest, to avoid transfer of the dividend/ shares to the fund/ IEPF authority.

Details of unclaimed dividends are available on the Company’s website www.itl.co.in.

Members/claimants whose shares, unclaimed dividends, have been transferred to the IEPF Demat account of the fund, as the case may be, may claim the shares or apply for refund by making an application to IEPF Authority through Web Form IEPF-5. Further details of the same are available on http:www.iepf.gov.in.

The statement containing details of Name, Address, Folio number, Demat Account No. and number of shares due for transfer to IEPF demat account is made available on our website www.itl.co.in.

The shareholders are encouraged to verify their records and claim their dividends of the preceding seven years, if not claimed.

1. Dividend for the nancial year ended March 31, 2018, which remain unclaimed or unpaid, will be due for transfer to the Investor Education & Protection Fund of the Central Government, pursuant to the provision of Section 124 of the Companies Act, 2013 (Section 205A of the erstwhile Companies Act, 1956), on or after October 30, 2025. Members who have not yet encashed their dividend warrants for the nancial year ended March 31, 2018 or any subsequent nancial years are requested to lodge their claims with the company/Registrar, without delay. Members are advised that no claims shall lie against the said fund or against the Company for the amounts of dividend so transferred to the said fund

2. The Ministry of Corporate Affairs, through the Investor Education and Protection Fund Authority (IEPFA), has launched a special campaign titled “Saksham Niveshak” from 28th July 2025 to 6th November 2025. The campaign aims to assist shareholders in claiming their unpaid or unclaimed dividends and to prevent the transfer of such amounts and related shares to the IEPF. Shareholders are advised to update their KYC details, verify any unclaimed dividends for the years 2017-18 to 2024-25, and take necessary action to claim these amounts. Details of unpaid dividends are available on the Company’s website and the IEPF portal. Shareholders whose dividends/shares have already been transferred to the IEPF may le the prescribed claim form to recover the same. The Company requests all shareholders to utilize this opportunity to safeguard their entitlements and update their records promptly.

3. Members desirous of obtaining any information concerning to the accounts and operations of the Company are requested to send their queries to the Company Secretary at least seven days before the date of the meeting so that the required information can be made available at the meeting.

4. As per the provisions of section 152 of the Companies Act, 2013 there is a requirement of not less than two third of the total number of directors are liable to retire by rotation in every annual general meeting, the company has a board comprising of

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executive and non-executive directors and there is no director who is eligible for the retire by rotation in this annual general meeting. Although the Company is always ready to comply with all the rules and regulations which are applicable to the Company and in compliance with the said section the company is putting Item No. 3 in the Annual General Meeting Notice relating to the appointment of Mr. Mahendra Jain (DIN: 00256047), retires by rotation at the 37th AGM and, being eligible, offers himself for re-appointment, who was appointed for 3 years as Joint Managing Director in the 36th Annual General Meeting held on September 28, 2024 and for compliance with the section, the company is retiring him.

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to the Registrar and Share Transfer Agent.

2. The Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013, and the Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting of the Company.

3. Members are requested to intimate changes, if any pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (‘PAN’), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc;

4. For Shares held in electronic form: to their Depository Participant only and not to the Company’s RTA. Changes

5. intimated to the Depositor Participant will then be automatically reected in the Company’s records which will held the Company and its RTA provide efficient and better service to the Members.

6. For Shares held in physical form: to the Company’s RTA in prescribed Form ISR-1 and other forms pursuant to SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/ P/CIR/2021/655 dated November 3, 2021, as per instructions mentioned in the form. The said form can be downloaded from the Investor Section available on the Company’s website www.itl.co.in.

7. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB / P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service request, viz; issue of duplicate securities certicate; claim form, unclaimed suspense account; renewal/exchange of securities certicate, consolidation of securities certicates/folios; transmission and transposition. Accordingly, Members are requested to make service request by submitting duly lled and signed Form ISR-4. The said form can be downloaded from the Investor Section available on the Company’s website . It may be noted that any service request can be processed only after the folio is KYC complaint.

8. SEBI vide its notication dated January 24, 2022 has amended Regulation 40 of the SEBI Listing Regulations and has mandated that all requests for transfer of securities including transmission and transpositions requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benets of dematerialize, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or Company’s Registrars and Transfer Agents, Ankit Consultancy Private Limited for assistance in this regard.

9. As mandated by SEBI, all service requests (including transfer, transmission, transposition, issue of duplicate certicates, consolidation, etc.) are to be processed only in dematerialized form through submission of Form ISR-4 with KYCcompliant folios. Members holding shares in physical form are therefore advised to dematerialize their holdings at the earliest. For assistance, they may contact the Company or its Registrar & Share Transfer Agent, Ankit Consultancy Pvt. Ltd., Indore.

10. Pursuant to Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in cases of transmission or transposition. Accordingly, Members holding shares in physical form are advised to dematerialize their holdings at the earliest to eliminate risks associated with physical certicates and to ensure ease of portfolio management.

Further, pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 02, 2025, SEBI has introduced a special window for re-lodgement of transfer requests of physical shares lodged prior to April 01, 2019, but

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rejected, returned, or not processed due to deciencies. This window will remain open from July 07, 2025 to January 06, 2026, and all such securities will be issued only in dematerialized form.

For assistance in dematerialization or re-lodgement, Members may contact the Company or its Registrar & Share Transfer Agent, Ankit Consultancy Pvt. Ltd., Indore.

1. As directed by SEBI, the Members holding shares in physical form are requested to submit particulars of their bank account along with the original cancelled cheque bearing the name of the Member to Ankit consultancy Pvt. Ltd. (RTA)/Company to update their Bank Account details. Members holding shares in demat form are requested to update their Bank Account details with their respective Depository Participant. The Company or Registrars and Transfer Agents, Ankit Consultancy Private Limited cannot act on any request received directly from the Members holding shares in demat form for any change of bank particulars. Such changes are to be intimated only to the Depository Participants of the Members. Further, instructions, if any, already given by them in respect of shares held in physical form will not be automatically applicable to shares held in the electronic mode.

2. Dispute Resolution Mechanism at Stock Exchanges-SEBI, vide its circular no. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/76 dated May 30, 2022, provided an option for arbitration as a Dispute Resolution Mechanism for investors. As per this circular, investors can opt for arbitration with Stock Exchanges in case of any dispute against the Company or its Registrar and Transfer Agent on delay or default in processing any investor services related request. In compliance with SEBI guidelines, the Company had sent communication intimating about the said Dispute Resolution Mechanism to all the Members holding shares in physical form.

3. SEBI vide Master Circular for Online Resolution of Disputes in the Indian Securities Market dated 31st July, 2023 (updated on 4th August, 2023 and 20th December, 2023) has established a common Online Dispute Resolution Portal (“ODR Portal”)(https://smartodr.in/login) for resolution of disputes arising in the Indian Securities Market. Disputes between Investors/Clients and Listed companies, including their Registrar and Share Transfer Agents (RTAs) will be resolved in accordance with this circular.

4. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may le nomination in the prescribed Form SH-13 with the Company’s share transfer agent. In respect of shares held in electronic form, the nomination form may be led with the respective depository participant.

5. Relevant documents referred to in the accompanying Notice and in the Explanatory Statement are open for inspection by the Members at the Company’s Registered Office and at Company’s office at 111, Sector - B, Sanwer Road, Industrial Area, Indore -452015 (M.P.) on all working days (except Sundays and Public Holidays) between 11.00 a.m. to 2.00 p.m. up to the date of this Annual General Meeting (“AGM”) and also at the AGM.

6. The Shareholders are hereby informed that all the correspondence in connection with the shares be addressed to the Registrar & Share Transfer Agent M/s. Ankit Consultancy Pvt. Ltd., Plot No.60, Electronic Complex, Pardeshipura, Indore (M.P.).

7. Route-map to the venue of the Meeting is provided at the end of the Notice (behind the Proxy form).

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING

The remote e-voting period begins on Saturday 27th September, 2025 (from 9.00 A.M.) and end on Monday, 29th September, 2025 (at 5.00 P.M.). The remote e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members / Benecial Owners as on the record date (cut-off date) i.e. Tuesday, 23rd September, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, 23rd September, 2025.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• (I) The voting period begins on Saturday 27th September, 2025 (from 9.00 A.M.) and end on Monday, 29th September, 2025

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(at 5.00 P.M.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23rd September, 2025 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efciency of the voting process, pursuant to a public consultation, it has been decided to enable e- voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders Login Method

Type of shareholders	Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository		1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e- Voting Service Providers.
	Individual Shareholders holding securities in Demat mode withCDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e- Voting Service Providers.

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Individual Shareholders holding securities in demat mode with NSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
	4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click oncompany name or e-Voting service provider nameand you will be re- directed toe-Voting service provider websitefor casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

• Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneciary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verication as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a rst-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password condential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(viii) Click on the EVSN for the relevant on which you choose to vote.

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• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A conrmation box will be displayed. If you wish to conrm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verication code and click on Forgot Password & enter the details as prompted by the system.

• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verication.

• (xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; igassociatescs@gmail.com and cs@itl.co.in (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certicate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911

For and On behalf of the Board

Rajendra Jain Managing Director DIN : 00256515

PLACE: Indore DATE: 28.08.2025

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EXPLANATORY STATEMENT

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘Act’), given hereunder sets out all material facts relating to the special business mentioned in the accompanying Notice as an additional information.

Item No. 4:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 (‘the Act’), read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to have audit of its cost records conducted by a cost accountant in practice. The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved at their meeting held on 28th August, 2025 the appointment of Yash & Associates, Cost Accountants (FRN: 005252), Practicing Cost Accountants, to conduct the audit of the cost records of the Company for the nancial year ended 31st March, 2026.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors has to be ratied by the members of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 4 of the Notice for ratication of the remuneration payable to the Cost Auditors for the nancial year ending 31st March, 2026. The Board recommends the resolution as set out in Item No. 4 of this notice for approval of the members.

None of the Directors, Key Managerial Personnel of the Company and their relatives, is in any way, concerned or interested, nancially or otherwise in the resolution.

Item No. 5:

Pursuant to Section 204 of the Companies Act, 2013 (“the Act”), the Company has to annex to its Board's Report a Secretarial Audit Report given by a practicing company secretary in the format as may be prescribed. Rule 9 of the Companies (Appointment and Remuneration) Rules, 2014 prescribed Form MR-3 for the said Secretarial Audit Report. Further, Section 179 of the Act read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 provide that the appointment of Secretarial Auditor shall be made by the Board at the meeting of the Board.

However, SEBI, vide its notication dated 12th December, 2024, amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”). The amended regulation read with the SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December, 2024 (“the SEBI Circular”) have, inter-alia, prescribed the term of appointment/re-appointment, eligibility, qualications and disqualications of Secretarial Auditor of a Listed Company.

As per the amended Regulation 24A of the Listing Regulations, the Company and its material unlisted subsidiary company incorporated in India are required to undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and annex a Secretarial Audit Report, in such form as specied by SEBI, with the annual report of the Company.

Pursuant to the amended Regulation 24A of the Listing Regulations, with effect from 1st April, 2025, every Listed Company, on the recommendation of the Board of Directors, shall appoint or re-appoint:

1. An Individual as Secretarial Auditor for not more than one term of ve consecutive years; or

2. A Secretarial Audit Firm as Secretarial Auditor for not more than two terms of ve consecutive years, with the approval of its shareholders in its Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 28th August, 2025 approved and recommended the appointment of M/s IG & Associates, Practicing Company Secretaries, Indore (ICSI Membership No: FCS 9955), as the Secretarial Auditors of the Company for a term of ve consecutive years from 1st April, 2025 to 31st March, 2030, subject to approval of the shareholders at the Annual General Meeting.

I G & Associates, Company Secretary is one of the growing rms of Company Secretaries in Indore, Madhya Pradesh. The rm comprise of professionals with rich experience and good track record in the eld of Company Secretary ship/Corporate Matters. The rm has been involved in delivering services broadly ranging in Corporate Laws, LLP

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Laws, Investment Banking Services, Joint Ventures & Alliance, SME Advisory, Compliance Report, Secretarial Audit Report, Search Report, Bank Due Diligence, Accounts and Audit, Taxation, NBFC Laws, Capital Markets & Securities Laws, Corporate Certications, DGFT Matters and Representation before various Statutory Authorities, etc. CS Isha Garg, Proprietor of I G & Associates is B.Sc. FCS, MBA.

Disclosures in compliance of Regulation 36 (5) of SEBI (LODR) Regulation, 2015 as amended, are as under:-

1. Proposed fees payable to the Secretarial Auditors alongwith the Terms of Appointment:

The proposed remuneration for the nancial year 2025 to 2026 is Rs. 40,000/- (Rupees Forty thousand only) and reimbursement of out-of-pocket expenses, if any for subsequent period remuneration shall be nalized by the Board of Directors based on the recommendation of the Audit Committee.

1. Any material changes in the fee payable to proposed auditor from that paid to the outgoing auditor along with the rationale for such change: Not Applicable

2. Basis of recommendation for appointment including the details in relation to and credentials of the Secretarial auditors proposed to be appointed:

Audit Committee and Board of directors recommended the appointment of M/s IG & Associates, Practicing Company Secretaries, Indore (ICSI Membership No: FCS 9955), on the basis of the fact that the Firm comprises experienced professionals with a strong track record, offering services in corporate and LLP laws, compliance and secretarial audits, due diligence, taxation, capital markets, NBFC laws, DGFT matters and representation before statutory authorities.

As per the requirement of the SEBI(LODR) Regulation, 2015 The Firm is a peer reviewed, hold a valid peer review certicate.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the accompanying Notice for approval by the Members. None of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, nancially or otherwise, in the said Resolution.

Accordingly, the approval of shareholders is sought for the appointment of the Firm as the Secretarial Auditors of the Company.

Item No. 6:

Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors requires the approval of the members by way of a Special Resolution to borrow monies in excess of the aggregate of the paid-up share capital, free reserves, and securities premium of the Company.

Accordingly, it is proposed to authorize the Board to borrow up to ₹125 Crores (Rupees One Hundred Twenty Five Crores only), in supersession of the resolution passed at the Annual General Meeting held on 27th September 2014, to meet the Company’s business requirements, working capital needs, and other corporate purposes.

The Board recommends the passing of this resolution as a Special Resolution.

None of the Directors, Key Managerial Personnel, or their relatives is concerned or interested in this resolution.

Item No. 7:

The Company holds investments in one subsidiary which, though not presently classied as a material subsidiary under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), may, over time, fall within the denition of an “undertaking” or “substantially the whole of the undertaking” as provided under Section 180(1)(a) of the Companies Act, 2013 (“the Act”).

Under Section 180(1)(a) of the Act, the Board of Directors of a company cannot, except with the consent of shareholders by way of a Special Resolution, sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company.

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• The Explanation to Section 180(1)(a) denes:

• “Undertaking” as an undertaking in which the investment of the company exceeds 20% of its net worth as per the audited balance sheet of the preceding nancial year, or which generates 20% of the total income of the company during the previous nancial year; and

• “Substantially the whole of the undertaking” as 20% or more of the value of such undertaking.

The Board proposes to seek an enabling approval of the shareholders to authorize the Board (including any Committee thereof) to sell, lease, transfer or otherwise dispose of the Company’s shareholding in its subsidiary, or any part thereof, in the future, should such transaction cross the threshold limits specied under Section 180(1)(a). This enabling approval will empower the Board to act promptly in the best interests of the Company without requiring fresh shareholder approval at the time of such transaction.

This resolution is enabling in nature and seeks advance shareholders’ approval for any such transaction that may fall within the scope of Section 180(1)(a).

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, nancially or otherwise, in the proposed resolution, except to the extent of their respective shareholding in the Company, if any

The Board recommends the passing of this resolution as a Special Resolution.

Item No. 8:

The Company, in its ordinary course of business, may enter into nancial transactions such as loans, advances, or other arrangements with certain entities that fall within the denition of “related party” under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

As per Regulation 23 of the SEBI LODR Regulations, all material related party transactions require the prior approval of the shareholders through an ordinary resolution. A transaction with a related party shall be considered material if the transaction(s), individually or taken together with previous transactions during a nancial year, exceeds ₹1,000 crore or 10% of the annual consolidated turnover of the listed entity, whichever is lower.

For good corporate governance, the Members approval is also being sought for all Related Party Transactions, including those which do not exceed the materiality threshold prescribed under Regulation 23 of the SEBI Listing Regulations (i.e., 10% of the annual consolidated turnover of the Company). Accordingly, even if such transactions are below the materiality threshold, they shall be undertaken within the overall limits and framework set out in the resolution, and no separate or additional shareholder approval shall be required during the approved period.

This resolution also covers Related Party Transactions that may exceed the materiality threshold under Regulation 23 of the SEBI LODR Regulations, and no separate shareholder approval shall be required during the approved period, provided such transactions remain within the overall limits and framework specied in the resolution. The Board of Directors (including any Committee thereof) shall be authorised to determine and allocate the actual transaction values in each nancial year, within the overall limit approved by the Members.

Any material modications, including but not limited to increases beyond the aggregate approved limit, shall require fresh approval of the shareholders, in accordance with the provisions of the Companies Act, 2013 and SEBI LODR Regulations.

Except to the extent of their respective interest in the related parties, as disclosed in the resolution, none of the Directors, Key Managerial Personnel, or their relatives are concerned or interested, nancially or otherwise, in the proposed transactions. The Directors or Key Managerial Personnel related to the proposed transactions are Mr. Rajendra Jain and Mr. Mahendra Jain, Directors of the Company, along with their respective relatives.

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37th ANNUAL REPORT 2024-25

ITL INDUSTRIES LIMITED

The Board recommends the passing of this resolution as an Ordinary Resolution.

Information required to be disclosed in the Explanatory Statement for Item No. 08 pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024

Material Related Party Transactions by the Company

S.N.	Description	**Name of the related party **	**Name of the related party **	**Name of the related party **	**Name of the related party **	**Name of the related party **	**Name of the related party **
		Dimart Engineering Private Limited	Remswegs Marketing Private Limited	Indore Tools Private Limited	M. M. Metals Private Limited	Freshline Agro **LLP **	**R M Sons **
1	Nature of relationship	Director's are Directors	Directors wife is Director	Director's Sons are Directors	Subsidiary Company	Director's Sons are Partners in the LLP	Directors and their relatives are partners
2	Type of proposed transaction	Advance Given Refunded	Sale or purchase of goods and/or servicesor any other transactions of a commercial nature
3	Material terms and particulars of contract/arrangement	The transactions will be carried out in the ordinary course of business and on terms and conditions generally prevailing in the industry in which the Company operates. The approval will be valid for a period of 5 (ve) nancial years commencing from April 1, 2025. The proposed limits are specied separately for each related party and will apply on a per nancial year basis for each of the said ve nancialyears
	monetary value (In Cr.)	2.00 Crores	6.00 Crores	50.00 Crores	15.00 Crores	12.00 Crores	20.00 Crores
4	Tenure of the transaction	The approval will be valid for a period of 5 (ve) nancial years commencing from April 1, 2025. The proposed limits are specied separately for each related party and will apply on a per nancial year basis for each of the said ve nancial years
5	Value of the proposed transaction	2.00 Crores	6.00 Crores	50.00 Crores	15.00 Crores	12.00 Crores	20.00 Crores
6	P e r c e n t a g e o f t h e Company’s annual consolidated turnover, for the immediately preceding nancial year, that is represented by the value of the proposed transaction. (Calculated on revenue from operations)	0.05%	1.03%	13.04%	2.15%	1.74%	0.00%
7	Justication of the proposed transaction	The proposed related party transactions will be undertaken in the ordinary course of business and on an arm’s length basis. These transactions are intended to enhance operational efciency, ensure optimal utilization of resources, enable timely fulllment of business commitmentsand support the effective implementationof the Company’s growthstrategies.
8	Details of the valuation report or external party report (if any) enclosed with the Notice	All contracts with related parties, as dened under Section 2(76) of the Companies Act, 2013, are reviewed to ensure that they are on an arm’s length basis. Such review is carried out internally and also veried by the Statutory Auditors, thereby ensuring fairness, transparency, and compliance with applicable laws
9	Name of the Director or Key Managerial Personnel, who is related	The Directors or Key Managerial Personnel related to the proposed transactions are Mr. Rajendra Jain and Mr. Mahendra Jain, who are Directors of the Company, along with their respective relatives.
10	Any other relevant information	All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice

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Additional information on director recommended for appointment / reappointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

DETAILS OF THE DIRECTORS SEEKING

APPOINTMENT/RE-APPOINTMENT IN FORTHCOMING ANNUAL GENERAL MEETING

Name of Director	Mr. Mahendra Jain
DIN	00256047
Date of Birth	19101957
	..
Date of appointment/ re-appointment	01021993
	..
Designation	Executive Director/Joint Managing Director
Qualication	M.Com., PGDBM
Brief resume and justication for Appointment / re- appointment and expertise in specic functional areas and nature of expertise, skills and capabilities required for the role and the manner in which the proposed person meets such requirements.	Mr. Mahendra Jain is a post graduate in Commerce and has done PGDBM. He is ex-banker also and has rich experience of about 40+ years in this Industry. He has thorough knowledge In the eld of nance and administration
Directorships & Committees membership held in	Nil
other Public/Listed companies
Listed entities from which the person has resigned in the past three years	Nil
Chairman / Member of Committees	1. Corporate Social Responsibility Committee- Member 2. Financial Decision Making Committee- Member
Chairman / Member of Committees of other Public Companies (includes only Audit Committee and Shareholders’ /Investors’ Grievance Committee	Nil
List of other Company’s directorship held	I. Mahaveer Krish Kendra Private Limited II. Indore Tubes Private Limited III. Luhadiya Sons Shahpura Private Limited IV. Dimart Engineering Private Limited
Shareholdings in the Company	2, 51,113 (7.84%)
Disclosure of relationships between directors inter-se	Not-related

Note : As per the provisions of section 152 of the Companies Act, 2013 there is a requirement of not less than two third of the total number of directors are liable to retire by rotation in every annual general meeting, the company has a board comprising of executive and non-executive directors and there is no director who is eligible for the retire by rotation in this annual general meeting. Although the Company is always ready to comply with all the rules and regulations which are applicable to the Company and in compliance with the said section the company is putting Item No. 3 in the Annual General Meeting Notice relating to the appointment of Mr. Mahendra Jain (DIN: 00256047), retires by rotation at the 37th AGM and, being eligible, offers himself for re-appointment, who was appointed for 3 years as Joint Managing Director in the 36th Annual General Meeting held on September 28, 2024 and for compliance with the section, the company is retiring him.

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