Notice of the 38th Annual General Meeting.

ITL/BSE/2026-27/25 August 26, 2026 The BSE Limited 25th Floor, Phiroze Jeejeebhoy Towers Dalal Street, MUMBAI-400001 Online Filing at:-listing.bseindia.com BSE Code: 522183 Sub. : Notice of the 38th Annual General Meeting (AGM) of the Company to be held on Tuesday, September 22, 2026 Dear Sir/Mam, We are enclosing herewith Notice of the 38th Annual General Meeting of the Company will be held on Tuesday, 22nd day of September, 2026 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 Manoj Maheshwari Company Secretary Encl:- Notice of 38th 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 NOTICE OF 38TH ANNUAL GENERAL MEETING Notice is hereby given that the 38th Annual General Meeting of the Members of ITL Industries Limited for the nancial year ended 31.03.2026 will be held on Tuesday, the 22nd day of September, 2026 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, 2026, together with the Reports of the Board of Directors and Auditors thereon. 2. To declare dividend of Rs. 1.25/- per Equity Share for the nancial year 2025-2026. 3. To appoint a Director in place of Mr. Mahendra Jain (DIN: 00256047), who retires by rotation and being eligible, offers himself for re-appointment. Special Business & Special Resolution:- 4. To ratify the remuneration of Cost Auditor for the nancial year ending March 31, 2027. 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 re- enactment(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 Yash & 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, 2027; 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. Approval of Related Party Transactions with Indore Tools Private Limited To consider and approve the following resolution, without modication, if thought t to the following as an Ordinary Resolution: “RESOLVED THAT pursuant to Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), read with Section III-B of the SEBI Master Circular bearing reference no. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“SEBI Master Circular”) and in accordance with the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” (“RPT Industry Standards”) and pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (“Act”), read with the rules framed thereunder, including any statutory modication(s), amendment(s) or re-enactment(s) thereof for the time being in force, 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 the existing contracts, arrangements and transactions and/or enter into fresh and independent contracts, arrangements and transactions with Indore Tools Private Limited, a related party of the Company, as detailed in the Explanatory Statement annexed to this Notice, whether individually or in a series of transactions, within the limits and on the terms and conditions specied therein; RESOLVED FURTHER THAT all such contracts, arrangements and transactions with Indore Tools Private Limited shall be entered into and carried out on an arm’s length basis and in the ordinary course of business of the Company and in accordance with the applicable provisions of the Act, SEBI Listing Regulations and other applicable laws. RESOLVED FURTHER THAT the approval granted herein shall be valid for a period of 1 (one) nancial years commencing from April 1, 2026 and the transaction limits approved herein shall apply separately for Indore Tools Private Limited and for the said nancial year as specied in the Explanatory Statement. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to nalise, negotiate, execute and deliver all such agreements, contracts, documents, deeds and writings and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution, including the power to alter, vary, modify or settle the terms and conditions of the aforesaid contracts, arrangements and transactions, provided that such alteration, variation or modication remains within the limits approved by the Members.” 6. Adoption of New Set of Memorandum of Association To consider and, if thought t, to pass, without modication(s), the following Resolution as a Special Resolution: “RESOLVED THAT, in supersession of all earlier resolutions passed by the Company in this regard, if any, and pursuant to the provisions of Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Rules made thereunder (including any statutory modication(s), amendment(s), or re-enactment(s) thereof for the time being in force), the existing Memorandum of Association of the Company be and is hereby substituted with a new set of Memorandum of Association based on Table A contained in Schedule I to the Companies Act, 2013 in conformity with the provisions of the Companies Act, 2013. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient, including ling the necessary forms and documents with the Registrar of Companies and other statutory authorities, obtaining such approvals, consents and permissions as may be required, executing all documents, writings and instruments, and to settle all questions, difculties or doubts that may arise in this regard, and to delegate all or any of the powers conferred herein to any Director(s), Key Managerial Personnel or Ofcer(s) of the Company, as may be considered necessary, for giving effect to this Resolution.” 7. Adoption of New Set of Articles of Association To consider and if thought t, to pass without modication(s) the following Resolution as a Special Resolution: “RESOLVED THAT, in supersession of earlier resolutions passed by the Company, if any, pursuant to Section 14 and all other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modication(s) or re-enactm [Showing first 8,000 characters — download PDF for full document]