We are submitting herewith announcement under Regulation 30 for adoption of new set of MOA and AOA, subject to approval of members of the company,

ITL/BSE/2026-27/23 August 13, 2026 The BSE Limited 25th Floor, Phiroze Jeejeebhoy Towers Dalal Street, MUMBAI-400001 Online Filing at:-listing.bseindia.com BSE Code: 522183 Subject: Adoption of new Set of Memorandum and Articles of Association of the Company. Ref: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Mam, With reference to the captioned subject, this is to inform you that the Board of Directors of the Company at their Meeting held earlier today i.e. Thursday, August 13, 2026, has, inter-alia, approved the following items of the business, subject to approval of members of the Company: - 1.Adoption of new set of Memorandum of Association (“MOA”) of the Company as per Companies Act, 2013; and 2.Adoption of new set of Articles of Association (“AOA”) of the Company. Further, the brief details of new MOA and the new AOA as required under Regulation 30 read with Part A of the Schedule III of the Listing Regulations are annexed herewith as Annexure - A. Further, copy of Adoption of new set of MOA and new AOA of the Company are also attached herewith as Annexure – B and Annexure-C respectively. This is for your information and record purpose. Yours faithfully, For ITL Industries Limited Manoj Maheshwari Company Secretary 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 Annexure- A 1. Adoption of new set of Memorandum of Association of the Company as per Companies Act, 2013 S.N. Proposed Alterations to the Memorandum of Association 1. The existing Memorandum of Association (MOA) of the Company was based on the erstwhile Companies Act, 1956. The Alteration of MOA was necessary to bring the existing MOA in line with the new Companies Act, 2013 (the “new Act”). The object clause and the liability clause of the existing MOA needs to be re-aligned as per Table A of Schedule I of the new Act. 2. Adopted new set of Memorandum of Association (“MOA”) of the Company in place of the existing MOA with no change in existing ‘Clause III (A)’ containing the Main Objects sub-clause no. 1. to 4. 3. There is no change in the Main Objects under Clause III(A). The existing Clause III(B), “Objects Incidental or Ancillary to the attainment of the Main Objects”, containing sub-clauses 5 to 41, shall be replaced by the new Clause III(B), “Matters which are necessary for furtherance of the Objects specified in Clause III(A)”, containing sub-clauses 1 to 37. 4. The existing Clause III(C) containing the Other Objects shall be merged into the new Clause III(B) as sub-clauses 38 to 48, without deletion of any existing objects, with consequential renumbering and restructuring to align the MOA with the Companies Act, 2013. 5. The existing ‘Clause IV’ i.e. ‘The Liability of the members is limited” be and is hereby stands deleted and replaced by New ‘Clause IV’ i.e. ‘The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them’. 6 The existing ‘Clause V’ i.e. “The Authorized Share Capital of the Company is Rs. 4,00,00,000/ (Rupees Four Corners) divided into 40,00,000 (Forty lacks only) Equity shares of Rs. 10/- (Rs. Ten only) each. The Company has power, from time to time, to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach there to respectively such preferential, deferred. Qualified and other special rights, privileges, conditions, or restrictions, as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such right, privilege or conditions or restrictions in such manner as may for the time being permitted by the Articles of Association of the Company or the legislative provision for the time being in force in that behalf.” be and is hereby stands deleted and replaced by New ‘Clause V’ i.e. “The Authorized Share Capital of the Company is Rs. 4,00,00,000/ (Rupees Four Crores ) divided into 40,00,000 (Forty lacks only) Equity shares of Rs. 10/- (Rs. Ten only) each.” 2. Adoption of new set of Articles of Association of the Company. S.N. Proposed Alterations to the Articles of Association 1. The existing Articles of Association (AOA) of the Company were based on the provisions of the Companies Act, 1956 (the “erstwhile Act”) and several regulations in the existing AOA contained reference to specific sections of the erstwhile Act and some regulations in the existing AOA are no longer in conformity with the Companies Act, 2013 (the “new Act”). In order to bring the existing AOA of the Company in line with the provisions of the Companies Act, 2013, the Company made numerous changes in the existing AOA. Therefore, adopted a comprehensive new set of Articles of Association of the Company (new Articles) in substitution of and to the exclusion of the existing AOA. Annexure- B MEMORANDUM & ARTICLES ASSOCIATION ITL INDUSTRIES LIMITED A COMPANY LIMITED BY SHARES UNDER THE COMPANIES ACT, 1956 THE COMPANIES ACT, 2013 (A COMPANY LIMITED BY SHARES) Memorandum of Association* ITL INDUSTRIES LIMITED (INCORPORATED UNDER THE COMPANIES ACT, 1956) I. The name of the Company is ITL INDUSTRIES LIMITED. II. The Registered Office of the Company will be situated in the State of Madhya Pradesh. III. The objects for which the Company is established are as under : (A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE: 1. To Carry on the business of designing, manufacturing, developing, fabricating, improving, buying, selling, importing, exporting, and dealing, in machinery, machinery tools, jigs, fixture's dies moulds, cutters, saws, knives, implements, automotive parts, machinery spares and precision machine components and in particular to manufacture, machine, give heat treatment, produce, repair, alter, convert, recondition, prepare for sales buy, distribute, sell, hire, import, export, let- out on hire trade and deal and to take up job work in machine tools and implements, apparatus, appliances, precision instruments components parts, accessories. Fittings and things in any stage or degree of manufacture, process or refinement. 2. To buy, sell or otherwise dispose of manufacture, assemble, work, store, distribute, repair, convert, alter, remodel, let on hire and deal in machinery, implements, lathes, shaper, bandsaws, jig bores, presses, drill machine, girders, milling machines, slotters, furnaces, rolling stock and hardware, precision measuring instruments, mechanical instruments and accessories. 3. To carry on all or any of the businesses of manufacturing, processing and dealing in iron and steel, ferrow alloys, special steels, aluminum, brass, copper lead, zinc, and their alloys and products and manufacturing and dealing in industrial machineries internal combustion engines, ball, roller and tapered bearings tubes, cables wires, pipes, cookers, printing machinery and textile machinery and their parts components and accessories. 4. To carry on in India or elsewhere the business in the field of information technology and information technology enabled services including Hardware design, development, repair & maintenance and software development, business process outsourcing, data processing, call centre, education centre, internet service provider or otherwise to deal in all related products and services. (Above clause no. 4 inserted vide E.G.M. resolution dated 8.2.2003) B. MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III (A) ARE 1. To manufacture, produce process, design fabricate, assemble, buy, sell, import, export and deal in products or by-pro [Showing first 8,000 characters — download PDF for full document]