Indo Thai Securities demerger: approvals, dates 2026

What has Indo Thai Securities announced

Indo Thai Securities Limited (ITSL) is moving ahead with a Scheme of Arrangement to demerge its Broking and Distribution (B&D) Undertaking and transfer it into its wholly-owned subsidiary, Indo Thai Financial Services Limited (ITFSL). The company has received observation letters from the stock exchanges, and the National Company Law Tribunal (NCLT), Indore Bench, has directed that meetings of equity shareholders and unsecured creditors be convened to consider the scheme. The proposed restructuring is positioned as a way to separate the broking vertical from other business segments such as real estate and green technology.

Stock exchanges issue observation letters

ITSL said it received ‘no adverse observations’ from BSE and a ‘no objection’ letter from NSE for its draft scheme. The exchange letters were dated March 18, 2026, and are part of the process required before moving the scheme through tribunal approvals. The disclosures also referenced SEBI compliance requirements, including additional disclosures related to rationale, financial impact, and risks for shareholders, along with updated financial information and legal proceeding disclosures where applicable.

What the demerger structure looks like

Under the proposed arrangement, ITSL’s B&D business will be transferred to ITFSL as a going concern. ITFSL is currently a 100% subsidiary of ITSL. Shareholders are proposed to receive equity shares of ITFSL in a 1:1 ratio for each equity share held in ITSL. Post demerger, ITSL is expected to focus on non-broking segments, while ITFSL will operate the broking and distribution business.

NCLT Indore order and what it directs

The Indore Bench of the NCLT allowed a first-motion application filed by ITSL and ITFSL for the proposed demerger. The order was passed on June 10, 2026, by Judicial Member Brajendra Mani Tripathi and Technical Member Man Mohan Gupta. The tribunal directed that meetings of ITSL’s equity shareholders and unsecured creditors be convened within 45 days to approve the scheme. It also recorded that, based on consents received, meetings of ITSL’s secured creditors and ITFSL’s shareholders were dispensed with. The tribunal directed the companies to file a second-motion petition after complying with notice requirements and after receipt of representations, if any, from statutory authorities.

EGM and creditor meeting: date, time, voting window

ITSL scheduled an Extraordinary General Meeting (EGM) for equity shareholders on July 24, 2026 at 2:00 PM IST. A separate meeting for unsecured creditors is scheduled on July 24, 2026 at 3:00 PM IST. The meetings are planned via video conferencing.

Remote e-voting for both meetings is scheduled to open on July 20, 2026 at 9:00 AM IST and close on July 23, 2026 at 5:00 PM IST. ITSL appointed Advocate Rohit Dubey as Chairperson for the meetings and Advocate Jatin Sehgal as Alternate Chairperson. Practicing company secretary Kaushal Ameta was appointed as scrutinizer to oversee the e-voting process.

Financial and operational context disclosed by the company

ITSL reported revenue of INR 103.54 crore and profit after tax (PAT) of INR 66.86 crore for FY26. The company also stated that its board reviewed a Q4 2025 Monitoring Agency Report from CARE Ratings related to proceeds from a preferential issue. According to the report, utilisation of preferential issue proceeds of INR 118.20 crore adhered to the objectives outlined in the offer document, with no deviations observed for augmenting margin deposits, client funding, pro trading, or general corporate purposes.

ITSL also noted the total issue size was slightly reduced from INR 120.20 crore due to an allottee cancellation, and said this had no material impact.

Assets split indicated under the scheme

The scheme documents included an assets split as of March 31, 2026. ITSL’s total assets pre-scheme were stated at INR 367.23 crore. Post demerger, ITSL’s assets were indicated at INR 13.69 crore, while ITFSL’s assets were stated at INR 353.57 crore. These numbers frame the scale of the broking undertaking relative to the remaining business.

Promoter share disclosures and lock-in details

In its yearly disclosures for FY26, ITSL confirmed no encumbrances on promoter shares, except for lock-in restrictions. Shares held by Nishit Doshi and Sarthak Doshi, totalling 1.18 crore shares, are locked in until July 2026 and September 2027 due to the preferential issue.

Key dates and figures at a glance

Registered office and investor contact details

ITSL’s registered office is Capital Tower, 2nd Floor, Plot Nos. 169A-171, PU-4, Scheme No. 54, Indore 452010, Madhya Pradesh. The company listed Phone: 0731-4255800, 0731-4255801; Email: indothaigroup@indothai.co.in; Website: www.indothai.co.in. The email ID for investor grievance was disclosed as compliance@indothai.co.in.

Why this matters for shareholders and the next steps

The demerger is structured as a reorganisation that results in shareholders holding shares in both the remaining ITSL entity and the newly separated broking and distribution business housed in ITFSL, based on the 1:1 entitlement ratio. The immediate milestone is the outcome of the shareholder and unsecured creditor meetings scheduled for July 24, 2026, followed by the next tribunal stage after notice compliance and receipt of statutory representations, if any. The scheme remains subject to further regulatory approvals as the process moves toward completion and any subsequent listing-related steps for ITFSL, as referenced in the company’s disclosures.