Indo Thai Securities Limited announces an acquisition

Restructuring and Segment Mix Analysis

The specific Scheme of Arrangement/Demerger document, the FY24 revenue and profit contributions of the demerged undertaking, and the post-restructuring core business segment mix of Indo Thai Securities are not reported in the provided financial statements or corporate disclosures.

Available Financial Context

While the historical FY24 demerger baseline is not reported, the company's subsequent consolidated financial performance is reported as follows:

• FY25 Consolidated Revenue: Rs 30.15 Crores ^[2]
• FY25 Consolidated PAT: Rs 7.89 Crores ^[3]
• FY26 Consolidated Revenue: Rs 103.80 Crores ^[2]
• FY26 Consolidated PAT: Rs 66.16 Crores ^[3]
• FY26 Revenue Growth: Consolidated revenue grew by 555.40% YoY in FY26 ^[4] from the FY25 base.

Analytical Implications

• Segment Mix Uncertainty: Without the segment-wise breakdown of the demerged undertaking, it is impossible to determine which core business lines (such as broking, clearing services, wealth management, or proprietary trading) remain within the listed entity and which have been carved out.
• Earnings Volatility: The sharp increase in consolidated PAT from Rs 7.89 Crores in FY25 ^[3] to Rs 66.16 Crores in FY26 ^[3] suggests a highly cyclical or transaction-heavy earnings profile. However, whether this growth was driven by the continuing operations post-demerger or external market factors cannot be verified without the demerger scheme's historical segment baseline.

Disclosure Gaps

• The Scheme of Arrangement/Demerger document, FY24 audited financial statements, and segment-wise asset/liability allocations of the demerged undertaking are not reported in the current dataset.

Regulatory Clearance Status

The demerger scheme of Indo Thai Securities Limited (ITSL) has successfully cleared its stock exchange and unsecured creditor hurdles, leaving the final sanction of the National Company Law Tribunal (NCLT) as the primary outstanding regulatory milestone.

While the stock exchange approvals were secured in March 2026 and the unsecured creditors gave unanimous consent in July 2026, the exact remaining timeline for the final NCLT order and the explicit status of shareholder approvals are not reported in these corporate disclosures.

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Current Status of Approvals and Clearances

The regulatory and stakeholder approval matrix for the demerger of the Broking and Distribution (B&D) Undertaking into Indo Thai Financial Services Limited (ITFSL) stands as follows:

• Stock Exchanges: Fully obtained. BSE Limited issued its observation letter (No. DCS/AMAL/RD/R37/4130/2025-26) and the National Stock Exchange of India Limited issued its letter (No. NSE/LIST/51756) on March 18, 2026 ^[5].
• Unsecured Creditors: Fully obtained. Pursuant to the NCLT Indore Bench order dated June 10, 2026 ^[1], a meeting of unsecured creditors was held on July 24, 2026 ^[6]. The resolution was passed with a 100% unanimous vote in favor from the valid votes cast, representing an aggregate value of Rs 4.63 Crores (96.97% of the Rs 4.77 Crores outstanding value eligible and polled) ^[7].
• Shareholders: The current corporate filings detail the voting outcomes and proceedings of the unsecured creditors' meeting ^[6]. An explicit confirmation of the final shareholder voting results or the completion status of a separate shareholder-convened meeting is not reported in these specific disclosures, though the scheme is structurally designed to be amongst the companies and their respective shareholders ^[8].
• Outstanding Clearances: The scheme remains subject to the final sanction and approval of the Hon'ble NCLT, Indore Bench, alongside any other statutory or regulatory permissions that may be deemed necessary by the Board ^[5].

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NCLT Process and Remaining Timeline

The exact remaining timeline to make the scheme effective is not reported. However, the procedural history and next steps outline the remaining trajectory:

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Analyst Implications

• Execution Risk Minimization: Securing 100% approval from voting unsecured creditors (representing Rs 4.63 Crores out of the Rs 4.77 Crores polled) eliminates a major operational bottleneck ^[7]. Five corporate creditors cast invalid votes worth Rs 14.49 Lakhs due to a lack of proper board authorizations ^[5], but this did not impact the requisite three-fourths majority requirement under Section 230(6) of the Companies Act, 2013 ^[5].
• Value Unlocking Timeline: The demerger aims to separate the core Broking and Distribution business into ITFSL to establish a more focused operational structure. Because the final NCLT sanction timeline is not guided, the ultimate corporate restructuring and subsequent listing of the resulting entity remain subject to typical NCLT court backlogs, which historically range from 3 to 9 months post-creditor approval.
• Balance Sheet Scope: The total value of unsecured creditors as of the cut-off date (December 31, 2025) was Rs 48.85 Crores across 1,004 creditors ^[9]. The high concentration of non-voting creditors (only Rs 4.77 Crores voted out of Rs 48.85 Crores) did not impede the process, as the NCLT-mandated quorum of 15 creditors was comfortably met with 27 creditors attending via video conferencing ^[10].*