Meeting Details

The Meeting of the Equity Shareholders was convened as per the directions of the Hon'ble National Company Law Tribunal (NCLT), Indore Bench, in Company Application CA(CAA)/04(MP)2026. It was held on Friday, 24th July 2026, commencing at 02:00 P.M. and concluding at 02:20 P.M. The meeting was conducted entirely through Video Conferencing/Other Audio-Video Mode (VC/OAVM). The deemed venue was the Registered Office of the company at Capital Tower, 2nd Floor, Plot Nos. 169A-171, PU-4, Scheme No. 54, Indore - 452010, Madhya Pradesh, India.

The Hon'ble NCLT, vide its Order dated 10th June 2026, had appointed PCS Kaushal Ameta, Practising Company Secretary, as the Scrutinizer for the remote e-voting and e-voting process for this meeting.

Proposed Resolution and Implications

The single resolution put to vote was a special resolution:

"To consider and approve the Scheme of Arrangement in the nature of Demerger between Indo Thai Securities Limited (Demerged Company) and Indo Thai Financial Services Limited (Resulting Company) pursuant to Section 230 to 232 of the Companies Act, 2013."

The scheme involves the demerger of the Broking and Distribution (B&D) Undertaking of Indo Thai Securities Limited into Indo Thai Financial Services Limited. The appointed date for the scheme is the effective date as per Clause 28.1. The resolution grants the Board of Directors authority to implement the scheme and accept any modifications imposed by the NCLT or other regulatory authorities without needing further shareholder approval.

Voting Process and Methods

The voting process was conducted in two ways:

1. Remote E-Voting: Facility was provided by Central Depository Services (India) Limited (CDSL) (EVSN: 260619002). It was open for 4 days, from Monday, 20th July 2026 at 9:00 A.M. IST until Thursday, 23rd July 2026 at 5:00 P.M. IST.

2. E-Voting during the meeting: Facility was provided for shareholders present at the virtual meeting who had not cast their vote via the remote e-voting process.

The cut-off date for determining eligibility to vote was Friday, 17th July 2026. On this date, there were 18,251 equity shareholders holding an aggregate of 128,618,190 equity shares.

Key Voting Outcomes

Overall Participation

  • Total Number of Equity Shares: 84,118,038
  • Total Votes Cast (in terms of shares): 79,336,038
  • Overall Percentage of Votes Polled: 94.32%
  • Total Votes in Favour: 79,335,743 (99.99% of votes cast)
  • Total Votes Against: 295 (0.00% of votes cast)

The resolution was passed as a special resolution by the requisite majority.

Category-wise Voting Breakdown

Promoter and Promoter Group
  • Shares Held: 72,678,970
  • Votes Cast: 72,678,970 (100.00% of shares held)
  • Votes in Favour: 72,678,970 (100.00%)
  • Votes Against: 0 (0.00%)
Public Institutions
  • Shares Held: 4,796,960
  • Votes Cast: 14,960 (0.31% of shares held)
  • Votes in Favour: 14,960 (100.00%)
  • Votes Against: 0 (0.00%)
Public - Non Institutions
  • Shares Held: 6,642,108
  • Votes Cast: 6,642,108 (100.00% of shares held)
  • Votes in Favour: 6,642,108 (99.9956%)
  • Votes Against: 295 (0.0044%)

Shareholder Attendance

  • Total Equity Shareholders on record date: 18,251
  • Shareholders present in person or proxy: 0
  • Shareholders attending via VC/OAVM: 47
  • Promoters & Promoter Group: 11
  • Public: 36

Scrutinizer's Role, Findings, and Conclusions

PCS Kaushal Ameta was appointed by the NCLT to scrutinize the entire voting process. His key findings were:

  • The meeting was conducted in a fair and transparent manner.
  • A total of 141 equity shareholders cast their votes, representing 79,336,038 shares.
  • 139 shareholders voted via remote e-voting (79,335,948 shares).
  • 2 shareholders voted during the meeting (90 shares).
  • 5 votes were declared invalid because the shareholders (corporate entities) failed to furnish the requisite Board Resolution/Authority Letter authorizing their representative to vote.
  • The scrutinizer confirmed that the resolution was approved by the requisite majority of shareholders, representing more than three-fourths in value of the shares voted.
  • All relevant records were handed over to the Chairman/Company Secretary for safekeeping after the results were declared.

Compliance Confirmation

The disclosure confirms compliance with the requirements of:

  • The Companies Act, 2013
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Relevant Circulars issued by the Ministry of Corporate Affairs (MCA)
  • The Order dated 10th June 2026 of the Hon'ble NCLT, Indore Bench

The company had dispatched the notice of the meeting via email and speed post, published it in newspapers (Free Press Journal and Choutha Sansar), and hosted it on its website as required.

Names and Roles of Signatories

  • Shruti Sikarwar: Company Secretary and Compliance Officer of Indo Thai Securities Limited. She signed the disclosure letter to the NSE.
  • CS Kaushal Ameta: Practising Company Secretary (FCS 8144 CP 9103). He signed the Scrutinizer's Report submitted to the Chairman of the Meeting, Advocate Rohit Dubey.

The report was also witnessed by CS Manish Tamboli and CA Amit Rawal during the unblocking of votes.