NCLT Orders Meetings and Dispenses Creditor Requirements in Indo Thai Securities Ltd Demerger Scheme

NCLT Orders Meetings and Dispenses Creditor Requirements in Indo Thai Securities Ltd Demerger Scheme​

The National Company Law Tribunal (NCLT), Indore Bench, delivered an order on June 10, 2026, regarding a Scheme of Arrangement involving Indo Thai Securities Limited (ITSL) and Indo Thai Financial Services Limited (ITFSL). The NCLT provided directions for convening shareholder and unsecured creditor meetings for ITSL while dispensing with the requirement for secured creditors of ITSL and the equity shareholders of ITFSL.

The Scheme involves the demerger and transfer of a Broking and Distribution (B&D) Undertaking from ITSL to ITFSL, alongside the extinguishment of existing paid-up share capital in ITFSL. The restructuring aims to allow the Resulting Company (ITFSL) to specialize in the B&D business, while the Demerged Company (ITSL) concentrates on its remaining businesses and streamlines operations.

Stakeholder Meeting Directions and Dispensation​

The NCLT's order delineated specific directions for meetings based on stakeholder consent levels:

• Indo Thai Securities Limited (ITSL): The Tribunal directed that a meeting of the Equity Shareholders of ITSL must be convened, as well as a meeting of its Unsecured Creditors.
• Secured Creditors of ITSL: Dispensation was granted for convening the Secured Creditors' meeting after 100% consent in writing was received from all three secured creditors as of December 31, 2025.
• Indo Thai Financial Services Limited (ITFSL): The Equity Shareholders meeting of ITFSL was dispensed with as 100% consent was obtained from the seven equity shareholders. Furthermore, since ITFSL has no secured or unsecured creditors, there is no requirement for convening a creditor meeting.

The NCLT mandated that the meetings be conducted through Electronic Mode (Video Conferencing / Other Audio Visual Mode - VC/OAVM) at the Registered Office of ITSL in Indore. The respective Chairperson and Scrutinizer were appointed with fixed fees for conducting these meetings, which must be completed within 45 days from the date of the NCLT Order.

Financial Snapshot and Creditor Status​

The order confirmed the operational status and financial obligations of both companies as part of the restructuring process.

As at December 31, 2025, ITSL had 1,004 unsecured creditors who owed a total of Rs. 48,85,19,193.96 (Forty-Eight Crores Eighty Five Lakhs Nineteen Thousand One Hundred Ninety Three and Ninety Six Paise only). The company also had three secured creditors with outstanding amounts totaling Rs. 1,05,65,578.80 (One Crore Five Lakhs Sixty Five Thousand Five Hundred Seventy Eight And Eighty Paise only).

The structure of the two applicant companies is summarized below:

Scheme Rationale and Objectives​

The boards of both companies had approved the Scheme on October 13, 2025. The rationale for the Scheme includes:

• Demerger: Transferring the B&D Undertaking from ITSL to ITFSL, along with issuing new equity shares by ITFSL to ITSL shareholders.
• Cancellation: Extinguishing and cancelling the entire existing paid-up share capital of ITFSL.
• Strategic Separation: The Scheme facilitates separating businesses—specifically real estate (Indo Thai Realities Limited), an IFSC intermediary business, and a green technology subsidiary—allowing each vertical to concentrate on its specialized needs and unlock value.

The companies also affirmed that the proposed Scheme complies with relevant statutory requirements and does not involve any pending investigations or litigation regarding corporate debt restructuring.

INDOTHAI Stock Price Movement​

Today, stocks of Indo Thai Securities Limited gained 2.74%, settling at ₹235.70 after posting a positive close for the day. The equity saw considerable intraday activity, trading between a low of ₹227.01 and a high of ₹243.35.