CORPORATE GOVERNANCE REPORT FOR THE YEAR 2024-25
(As required under Schedule V of the Listing Agreement, 2015 entered into with the Stock Exchanges)
A BRIEF STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:
Corporate Governance is a set of systems and practices to ensure that the affairs of the Company are being managed in a way which ensure accountability, transparency, fairness in all its transactions in the widest sense and meet its stakeholder’s aspirations and societal expectations.
The company firmly believes in good Corporate Governance. The Company, while conducting its business has been upholding the core values of T.T.’s i.e. transparency, integrity, honesty, accountability and compliance of laws. The Company continuously endeavor to improve on these aspects on an ongoing basis.
BOARD OF DIRECTORS:
- The Board of Directors comprises Chairman, Managing Director, Whole Time Director and 5 non-executives (Independent) During the year 5 Board Meetings were held. The composition of Board of Directors and their attendance at the meeting during the year and at the last Annual General Meeting as also number of other Directorships/Memberships of Committees are as follows:
| Sr. No. |
Name of Director & DIN | Category of Directorships | No. of Board meetings attended | Atten- dance at last AGM | No. of other Director- ships | No. of Sharehold- ing | Committee Member- ship | |
| Member | Chairman | |||||||
| 1 | Dr. RIKHAB C. JAIN 01736379 |
CHAIRMAN | 5/5 | YES | 1 | 11000 | 0 | 0 |
| 2 | SHRI SANJAY KR JAIN 01736303 |
MANAGING DIRECTOR | 5/5 | YES | 4 | 5542740 | 4 | 2 |
| 3 | MS. JYOTI JAIN 01736336 |
EXECUTIVE DIRECTOR | 5/5 | YES | 1 | 17151500 | 2 | 1 |
| 4 | SHRI HARDIK JAIN* 09585969 |
WHOLE TIME DIRECTOR | 3/5 | YES | 1 | 8671490 | 0 | 0 |
| 5 | SHRI SUNIL MAHNOT 06819974 |
WHOLE TIME DIRECTOR | 5/5 | YES | NIL | NIL | 2 | 0 |
| 6 | SHRI BRIJMOHAN SHARMA* 09646943 |
INDEPENDENT NON-EXECUTIVE | 3/5 | YES | 1 | 9310 | 0 | 0 |
| 7 | SHRI ANKIT GULGULIA 08383546 |
INDEPENDENT NON-EXECUTIVE | 5/5 | YES | 1 | NIL | 3 | 2 |
| 8 | RAHUL JAIN 00618923 |
INDEPENDENT NON-EXECUTIVE | 5/5 | NO | 3 | 500 | 4 | 0 |
| 9 | PUNEET BOTHRA 09353464 |
INDEPENDENT NON-EXECUTIVE | 5/5 | YES | 2 | Nil | 3 | 1 |
| 10 | AMIT DUGAR 09669701 |
INDEPENDENT NON-EXECUTIVE | 4/5 | YES | Nil | 45000 | 2 | 0 |
* Appointed as Additional Director w.e.f. 14/08/2024
2. Number of Meeting of Board of Directors held and dates on which held:
During the financial year 2024-25 Five Board of Directors Meetings were held on 23.05.2024, 14.08.2024, 24.10.2024, 16.12.2024 and 10.02.2025.
The names of the listed entities where the person is a director and the category of Directorship: – None of our Directors holding Directorship in any of the Listed entity other than T T Limited.
3. Relationship Inter-se: Except Rikhab Chand Jain, Chairman of the Company, Smt. Jyoti Jain, Daughter of Sh. Rikhab Chand Jain and Sh. Sanjay Kumar Jain, Son in law of Sh. Rikhab Chand Jain, and Hardik Jain Grandson of Shri Rikhab Chand Jain none of the Directors of the Company are related to any other Director of the Company.
4. Familiarisation programme for Independent Directors: – The details of the Familiarisation Programme conducted for the Independent Director of the Company are available on the Company’s website at the link: https://tttextiles.com/investor/company-policies/
5. A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the following: –
The Company requires skills/expertise/competencies in the areas of strategy, finance, accounting, economics, legal and regulatory matters, mergers and acquisitions, Risk management, the textile operations of the Company’s businesses to efficiently carry on its core businesses such as to carry on the business of textiles processing, textile, fibre making, combing, spinning, weaving, processing units using any kind of natural or synthetic fibres such as cotton, wool, hemp, jute, nylon, polyster, silk and rayon. All the above required skills/expertise/competencies are available with the Board.
The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, expertise, diversity and independence. The Board provides leadership, strategic guidance, an objective and independent view to the Company’s management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board periodically evaluates the need for change in its composition and size.
| Skills/Expertise/Competencies of the Directors | |||||
| Name of Directors | Strategy and planning | Finance | Legal and regulatory matters | Markets understanding | Risk and compliance oversight |
| Shri Rikhab Chand Jain | Yes | Yes | Yes | Yes | Yes |
| Shri Sanjay Kumar Jain | Yes | Yes | Yes | Yes | Yes |
| Smt Jyoti Jain | Yes | Yes | Yes | Yes | Yes |
| Shri Hardik Jain | Yes | Yes | Yes | Yes | Yes |
| Shri Sunil Mahnot | Yes | Yes | Yes | Yes | Yes |
| Shri Brijmohan Sharma | Yes | Yes | Yes | – | Yes |
| Shri Ankit Gulgulia | Yes | Yes | Yes | Yes | Yes |
| Shri Rahul Jain | Yes | – | Yes | Yes | Yes |
| Shri Puneet Bothra | Yes | – | yes | Yes | Yes |
| Shri Amit Dugar | Yes | – | – | Yes | – |
6. Confirmation of the Board– The Board based on the declaration submitted by the Independent Directors of the Company as a part of Annual Disclosure, hereby certifies that all the Independent Directors of the Company fulfills the conditions specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.
7. Resignation of Independent Director– None of the Independent Director has resigned before the expiry of his/her
BOARD COMMITTEE:
(i) Board Committee, their composition and terms of reference are provided as under: –
| Name of Committee | Composition | Terms of reference |
| Audit Committee | Shri Ankit Gulgulia – Chairman Shri Brijmohan Sharma- Member Shri Rahul Jain – Member Shri Sanjay Kumar Jain – Member Shri Sunil Mahnot- Member |
The role of the Audit Committee is as per Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Agreement 2015. “The Audit Committee of the Company was reconstituted on 21st May 2025. Mr. Ankit Gulgulia appointed as the Chaiman of the Committee, Mr. Puneet Vijay Bothra ceased to be a member of the Audit Committee and Mr. Brijmohan Sharma and Mr. Sunil Mahnot has been appointed as a new member with effect from the same date The Vigil Mechanism of the Company, which also incorporates a whistle blower aims to provide a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The policy on Vigil mechanism or Whistle Browser Policy as approved by the Board may be accessed on the Company’s website at the link http://www. tttextiles.com/investor/company-policies/ The Policy on dealing with related Party transactions as approved by the Board may be accessed on the Company’s website at the Link https://tttextiles.com/wp-content/ uploads/2025/04/Related-Party-Transaction- Policy.pdf |
| Nomination and Remuneration Committee | Shri Brijmohan Sharma- Chairman Shri Ankit Gulgulia – Member Shri Puneet Vijay Bothra- Member Shri Amit Dugar- Member |
Formulated and recommended Nomination and Remuneration Policy. · The Nomination & Remuneration Policy includes Policy on Director’s appointment and remuneration including the criteria for determining qualification, positive attributes, independence of a Director and other matters as provided under Section 178 (3) of the Companies Act, 2013. |
| · “The Nomination and Remuneration Committee of the Company was reconstituted on 21st May 2025. Mr. Brijmohan Sharma appointed as the Chaiman of the Committee, Mr. Rahul Jain ceased to be a member of the Nomination and Remuneration Committee and Mr. Ankit Gulgulia, Mr. Puneet Vijay Bothra and Mr. Amit Dugar are the members of the committee.
· Nomination and Remuneration policy of the Company forms part of the Board Report. |
||
| Corporate Social Responsibility Committee | Shri Sanjay Kumar Jain- Chairman Smt. Jyoti Jain Shri Rahul Jain |
• Formulated and recommended CSR Policy of the Company indicating CSR activities proposed to be undertaken by the Company pursuant to provisions of Schedule VII of the Companies Act, 2013 read with CSR rules, 2015. The CSR policy may be accessed on the Company’s website at the Link: https://tttextiles.com/ investor/corporate-social-responsibility/ |
| • Recommended expenditure to be incurred for CSR activities / project and ensures effective monitoring of CSR policy of the Company from time to time. | ||
| The Corporate Social Responsibility Committee of the Company was reconstituted on 21st May 2025. Mr. Sanjay Kumar Jain appointed as the Chaiman of the Committee, Mr. Rahul Jain and Smt. Jyoti Jain are the members of the committee | ||
| • The Annual Report on CSR activities undertaken by the Company forms part of the Board Report. | ||
| Stake Holders Relationship Committee | Shri Amit Dugar – Chairman | · The committee reviews and ensures redressal of investor grievances. |
| Shri– Sanjay Kumar Jain- Member
Shri Sunil Mahnot – Member |
· “The Stake Holders Relationship Committee of the Company was reconstituted on 21st May 2025. Mr. Amit Dugar appointed as the Chaiman of the Committee, Mr. Puneet Vijay Bothra ceased to be a member of the Committee and Mr. Sanjay Kumar Jain, and Mr. Sunil Mahnot are the members of the committee | |
| · During the year Committee noted complaints received related to non-receipt of dividend and annual report, etc. and the same was resolved. |
| Risk Management Committee |
Shri Ankit Gulgulia – Chairman Shri Sanjay Kumar Jain- Member Smt Jyoti Jain- Member Shri Hardik Jain- Member Shri Sunil Mahnot- Member Shri Brijmohan Sharma – Member |
• The Risk Management Committee has formulated Risk Management Policy of the Company which aims to maximize opportunities in all activities and to minimize adversity.• The Risk management framework includes identifying type of risks and its assessment, risk handling, monitoring and reporting which in the opinion of the Board may threaten the existence of the Company.
· The Risk Management Committee of the Company was reconstituted on 21st May 2025. Mr. Ankit Gulgulia appointed as the Chaiman of the Committee, Mr. Amit Dugar and Mr. Rahul Jain ceased to be a member of the Committee and Mr. Sanjay Kumar Jain, Mr. Hardik Jain, Smt. Jyoti Jain, Mr. Brijmohan Sharma and Mr. Sunil Mahnot are the members of the committee |
ii. Meetings of Board Committees held during the year and Director’s attendance
| Board Committee | Audit | CSR | Nomination & Remuneration | Stakeholder Relationship | Risk Management |
| Meetings held | 4 | 1 | 4 | 1 | 1 |
| Shri Rikhab C. Jain | N.A. | NA | N.A. | N.A. | NA |
| Shri Sanjay Kumar Jain | 4 | 1 | N.A. | 1 | 1 |
| Smt. Jyoti Jain | N.A. | 1 | N.A. | N.A. | N.A. |
| Shri Hardik Jain | N.A. | N.A. | N.A. | N.A. | N.A. |
| Shri Sunil Mahnot | N.A. | N.A. | N.A. | 1 | N.A. |
| Shri Brijmohan Sharma | N.A. | N.A. | N.A. | N.A. | N.A. |
| Shri Ankit Gulgulia | 4 | N.A. | 4 | N.A. | 1 |
| Shri. Rahul Jain | 4 | 1 | 4 | N.A. | 1 |
| Shri. Puneet Vijay Bothra | 4 | N.A. | 4 | 1 | N.A. |
| Shri Amit Dugar | N.A. | N.A. | 4 | N.A. | 1 |
Note: – N.A.: Not a member of the Committee.
iii. Performance Evaluation criteria for Independent Directors
Pursuant to the provision of the Regulation 17(10) of SEBI LODR 2015, the Nomination and Remuneration Committee, in its meeting held on 17.05.2023 has laid down the criteria for evaluation of performance of Independent Directors. The performance evaluation of Independent Directors was done by the entire Board of Directors excluding the Director being evaluated and was adjudged satisfactory.
IV. Redressal of Investor Grievances
The status of investor complaints received, disposed off, & pending during the Financial Year 2023-24 is as under:
| Particulars | Status of Investor Complaint |
| Number of shareholders’ complaints received | 3 |
| Number of Complaints not solved to the satisfaction of shareholders | 3 |
| Number of Pending Complaints | 0 |
SENIOR MANAGEMENT–
There were no changes in Senior Management Personnel during financial year, except appointment of Shri Hardik Jain and Shri Brijmohan Sharma as Director and Independent Director respectively w.e.f. 14.08.2024 and change of designation of Shari Hardik Jain as Whole Time Director. Shri Rikhab Chand Jain given up his part of work and continue on Board as Non-Executive Chairman and Director of the Company Furthermore, there are no changes therein since the close of the Financial Year.
PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs
There were no pecuniary transactions with Non-Executive Director of the Company except for payment of sitting fee for attending the board/committee meetings.
The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Employees. In compliance of the provisions of the Companies Act, 2013 rules and regulations made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the policy has been formulated by the Nomination and Remuneration Committee and approved by the Board. The said policy forms a part of Directors Report and is also available on the Company’s website www.ttlimited.co.in
A. The Remuneration of each of the Executive Directors of the Company for the Financial Year 2024-25: –
(` in Lakhs)
| Name | Designation | Salary | Perquisites and allowances | Provident Fund | Gross Remuneration |
| Sh. Rikhab Chand Jain | Chairman | NIL | 1.00* | NIL | 1.00 |
| Sh. Sanjay Kumar Jain | Managing Director & CEO | 96.00 | NIL | 0.22 | 96.22 |
| Smt. Jyoti Jain | Jt. Managing Director | 72.00 | NIL | 0.22 | 72.22 |
| Shri Hardik Jain | Whole Time Director | 6.77 | NIL | 0.054 | 6.82 |
| Sh. Sunil Mahnot | Director (Finance) & CFO | 39.29 | NIL | 0.22 | 39.51 |
*paid as sitting fee
B. Detail Of Sitting Fees Paid to Non-Executive Directors: –
Non-Executive Directors have not been paid any remuneration except sitting fees for attending Board & Committee Meetings. The detail of sitting fees paid to the Non-Executive Directors during the Financial Year 2024-25 is given hereunder: –
| Name of Director | Sitting Fee (in Rs.) |
| Shri Ankit Gulgulia | 2,35,000 |
| Shri Brijmohan Sharma | 1,05,000 |
| Rahul Jain | 2,25,000 |
| Puneet Vijay Bothra | 2,35,000 |
| Amit Dugar | 1,55,000 |
| Hardik Jain* | 40000 |
*Sitting fees paid to Shri Hardik Jain in the capacity of Non-Executive Non-Independent Director before his appointment as Whole Time Director.
Stock Option Scheme:
The Company does not have any Stock Option Scheme for any of its director(s) or Employee(s)
C. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2024-25: –
| S. No. | Nature of Directorships Held & Name of Director | Ratio of Median Remuneration | |
| 1. | Executive Directors | ||
| a) | Shri Rikhab C. Jain, Chairman | Nil | |
| b) | Shri Sanjay Kumar Jain, Managing Director | 39.29: 1 | |
| C) | Shri Sunil Mahnot, Director (Finance) | 17.40 : 1 | |
| d) | Smt. Jyoti Jain | 29.47 : 1 | |
| 2. | Non-Executive Directors | ||
| a) | Shri Rahul Jain, Independent Director | Nil | |
| b) | Shri Puneet Vijay Bothra, Independent Director | Nil | |
| c) | Shri Ankit Gulgulia, Independent Director | Nil | |
| d) | Shri Amit Dugar, Independent Director | Nil | |
| e) | Shri Brijmohan Sharma, Independent Director | Nil | |
D. The percentage increase in remuneration of each Director, CFO, Secretary, of any, in the Financial Year 2024-25: –
| S. No. | Name of KMP | %Increase in Remuneration |
| 1. | Shri Sanjay Kumar Jain, Managing Director | Nil |
| 2. | Smt. Jyoti Jain, Jt. Managing Director | Nil |
| 3. | Shri Hardik Jain, Whole Time Director | Nil |
| 3. | Shri Sunil Mahnot, Director (Finance) | 15% |
| 4. | Mr. Pankaj Mishra, Company Secretary | 25% |
E. The Percentage Increase in the median Remuneration of Employees in the Financial Year 2024- 25: –There was increase of 7.15 % in the median remuneration of employees in the financial year 2024-25.
F. The number of permanent employees on the rolls of the Company: – 252
G. Average percentile increases already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration: – The average increase in salaries of employees other than managerial personnel in 2024-25 was 5%, and increased in managerial remuneration for the year was 15%
Affirmation that the remuneration is as per the remuneration policy of the Company: – The Company remuneration policy is driven by the success and performance of the individual employees and the Company. The Company affirms remuneration is as per the remuneration policy of the Company which is available at the website of the Company at https://tttextiles. com/wp-content/uploads/2024/05/Nomination-and-Remuneration-Policy.pdf
GENERAL BODY MEETINGS:
A. Location, time and any special resolutions passed in last three Annual General Meetings are given below:
| FINANCIAL YEAR | DATE | TIME | VENUE | WHETHER ANY SPECIAL RESOLUTION PASSED AT AGM AND (NO. OF SUCH RESOLUTION PASSED) |
| 2021-22 | 03.08.2022 | 11 A.M | Held through Video Conference. | 5 |
| 2022-23 | 27.09.2023 | 11 A.M | Held through Video Conference. | No |
| 2023-24 | 26.09.2024 | 11 A.M | Held through Video Conference. | 3 |
B. During the financial year 2024-25, Two Special resolution passed through Postal Ballot. Procedure of Postal Ballot through e-Voting is as under:
Procedure of Postal Ballot through e-Voting is as under:
| S .
No |
Activity | Target Days |
| 1 | Circular Resolution passed by the Board of Director for Appointment of Scrutinizer for the Postal Ballot | 29th April, 2024 |
| 2 | Outcome to BM to BSE and NSE | 29th April, 2024 |
| 3 | Cut-off date for e-Voting and Notice | 26th April, 2024 |
| 4 | completion of dispatch of notice of postal ballot to the members through email & filing copies with Stock Exchanges. | 6th May, 2024 |
| 5 | Submission of Copy of Notice of Postal Ballot to NSE/BSE | 6th May, 2024 |
| 6 | Advertisement for completion of Notice | 7th May 2024 |
| 7 | Opening of the E-voting Process | 8th May 2024 |
| 8 | Closing of the E-voting Process | 6th June, 2024 |
| 9 | Last date for casting of e-Voting | 6th June, 2024 |
| 10 | Date of submission of Scrutinizer’s Report | 7th June, 2024 |
| 11 | Intimation to the BSE/NSE about the result | 7th June, 2024 |
C. Deepak Kukreja & Associates, Practicing Company Secretary (M. No. 8265, CP no 4140) was appointed through resolution by circulation by the Board of Directors on 29/04/2024 as the scrutinizer for conducting postal ballot process in a fair and transparent manner
MEANS OF COMMUNICATION:
The quarterly, half yearly and full year results are published in national newspapers i.e. Open Search (Hindi and English) and the company is also providing regular information to the Stock Exchanges as per the requirements of the Listing Agreements. The information submitted to stock exchanges are also available on company’s website www.ttlimited.co.in.
No presentation of financial results has been made to Financial Institutions/ Analysts during the Financial Year ended on 31st March, 2025.
GENERAL SHAREHOLDER INFORMATION
A Annual General Meeting
Date and Time : 24th September, 2025 at 11:00 A.M.
B Financial Calendar
The Company follows April-March as its financial year. The results for every quarter beginning from April is declared as under: –
| ǪUARTER | DATE OF DECLARATION OF RESULTS |
| APRIL-JUNE | 14th August, 2024 |
| JUL-SEP | 24th October, 2024 |
| OCT-DEC | 10th February, 2024 |
| JAN-MAR | 21st May, 2025 |
C Book Closure Dates
18th September, 2025 to 24th September, 2025
D Dividend Payment Date
29th September, 2025
E Listing on Stock Exchanges
The Company’s shares are listed on The National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE). Your company had duly made the payment of annual listing fee to NSE and BSE within stipulated time period.
Stock code at the NSE is TTL and BSE is 514142.
Demat ISIN Number in NSDL & CDSL is – INE592B01016 (till 11.02.2025) Demat ISIN Number in NSDL & CDSL is – INE592B01024(w.e.f. 12.02.2025)
F Market Price Data
The monthly high and low quotations of shares traded on the Stock Exchange Limited; Mumbai is as follows:
| MONTH | Share Price | BSE SENSEX | ||
| High (Rs.) | Low (Rs) | High | Low | |
| April 2024 | 118.75 | 102.60 | 75,124.28 | 71,816.46 |
| May 2024 | 116.05 | 104.65 | 76,009.68 | 71,866.01 |
| June 2024 | 120.00 | 96.10 | 79,671.58 | 70,234.43 |
| July 2024 | 134.60 | 107.50 | 81,908.43 | 78,971.79 |
| August 2024 | 126.70 | 111.75 | 82,637.03 | 78,295.86 |
| September 2024 | 135.00 | 108.00 | 85,978.25 | 80,895.05 |
| October 2024 | 151.90 | 105.10 | 84,648.40 | 79,137.98 |
| November 2024 | 173.95 | 149.40 | 80,569.73 | 76,802.73 |
| December 2024 | 185.45 | 149.00 | 82,317.74 | 77,560.79 |
| January 2025 | 158.90 | 129.60 | 80,072.99 | 75,267.59 |
| February 2025 | 159.90 | 11.50 | 78,735.41 | 73,141.27 |
| March 2025 | 15.50 | 10.47 | 78,741.69 | 72,633.54 |
* Face Value of equity shares of Company splitted from RS. 10/- each to Rs. 1/- each w.e.f. 12.02.2025 and consequently share price also adjusted proportionately.
G. In case the securities are suspended from trading, the Director’s Report shall explain the reason thereof: Not Applicable
H Registrar and Share Transfer Agent
M/S BEETAL FINANCIAL & COMPUTER SERVICES PVT LIMITED
99, Madangir, Behind Local Shopping Centre, New Delhi – 110062 Contact No: Tel- 011-29961281/42959000
Email: beetalrta@gmail.com
Applications for transfer of shares held in physical form are received at the Regd. Office of the Company as well at the office of the Registrar and Share Transfer Agents of the Company. All valid transfers, as allowed as per SEBI circular are processed and affected within 15 days from the date of receipt.
Shares held in the dematerialized form are electronically traded by Depository Participants and the Registrar and Share Transfer Agents of the Company periodically receive from the Depository Participants the beneficially holdings so as to enable them to update their records and to send all corporate communications.
I. Distribution of shareholding (as on 31st March, 2025)
| Numbers of Equity Shares Held | Shareholders | Share Amount | ||
| Numbers | % age to Total | Rs. | % age | |
| 1 to 5000 | 18022 | 92.530 | 18468871 | 8.2091 |
| 5001 to 10000 | 736 | 3.779 | 5747684 | 2.5547 |
| 10001 to 20000 | 341 | 1.751 | 5129586 | 2.2800 |
| 20001 to 30000 | 126 | 0.647 | 3193170 | 1.4193 |
| 30001 to 40000 | 47 | 0.241 | 1713168 | 0.7615 |
| 40001 to 50000 | 54 | 0.277 | 2518495 | 1.1194 |
| 50001 to 100000 | 67 | 0.344 | 4676854 | 2.0788 |
| 100001 & above | 84 | 0.431 | 183532672 | 81.5771 |
| TOTAL | 19477 | 100 | 224980500 | 100 |
J. Dematerialisation of Shares and Liquidity
About 97.16% of the shares have been dematerialized as on 31st March 2025 representing 218582650 shares and balance shares are held in physical form.
K. Outstanding Global Depository Receipts or American Depository Receipts or warrants or any convertible instruments, conversion date and likely impact on equity- There are no GDRs/ADRs/ Warrants outstanding as on 31st March, 2025
L. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities– Not applicable as company is not associated in hedging activities.
M. Secretarial Audit
A peer reviewed firm qualified practicing Company Secretary M/s. Deepak Kukreja & Associates carried out a Secretarial Audit on quarterly basis to reconcile the total Share Capital with National Securities Depository Limited (NSDL), Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with total number of shares in physical forms and total number of dematerialized shares held with NSDL & CDSL.
N. PLANT LOCATIONS:
Company’s plants are located at Avinashi Distt, Tirupur (T.N) & Howrah (West bengal).
O. ADDRESS FOR CORRESPONDENCE:
For any assistance regarding dematerialization of shares, shares transfer, transmissions, change of address or any other query relating to shares, please write to:
T T LIMITED
Poddar House, 71/2C, 2nd Floor,
Rama Road, Moti Nagar, New Delhi 110015. Ph.: 45060708
E mail: investors@ttlimited.co.in or Website: www.ttlimited.co.in
Register and Transfer Agent
M/S Beetal Financial & Computer Services Pvt Limited,
99, Madangir, Behind Local Shopping Centre, New Delhi – 110062 Contact No: Tel- 011-29961281/42959000
Email: beetalrta@gmail.com website : www.beetalfinancial.com
P. CREDIT RATING
Company has got the Bank Long rating done from India Rating & Research Private Limited. Current rating assigned is IND BB+.
LEGAL COMPLIANCE & REPORTING:
As required under Regulation 17 (8) of the Listing Agreement, 2015 the Board periodically reviews compliances of various laws applicable to the Company.
The Managing Director and Director (Finance) of the Company give (a) annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of Listing Regulations. (b) Quarterly certification on financial result to the Board in terms of listing Regulations.
OTHER DISCLOSURES:
A. During the financial year 2024-25, there were no materially significant related party transactions that may have potential conflict with the interest of listed entity at For reference, the details of related party transactions are given in the notes of the financial statements of the Annual Report.
B. No penalty or stricture has been imposed on the Company by any of the stock exchanges, SEBI or any other statutory authority, in any matter related to capital markets except penalties imposed by stock exchange in year 2021-22 for late filling of related party transaction report and in 2022-23 for late appointment of Independent Director to fill the vacancy caused due to demise of Shri. MC Mehta on 11.04.2022.
C. Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Agreement our company has established Whistle Blower Policy/ Vigilance Mechanism for employee to report to the management instances of unethical behavior, actual or suspected fraud or violation of the law and to formulate a policy for the same.
D. Further, the Company has complied with all mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Company has not adopted non-mandatory requirements except separate post of Chairman of Company.
E. Web link where policy for determining “material” subsidiaries is disclosed – The Company does not have any ‘material’ subsidiaries as defined in Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
F. Web link where policy for dealing with related party transactions: The policy of the Company on “Related Party Transactions” is available on the website of the Company at https://tttextiles.com/investor/company- policies/
G. Details of utilization of funds raised through preferential allotment or qualified institutions placements as specified under Regulation 32 (7A) During the year under review, the Company raised funds through preferential allotment of equity Shares and convertible Warrants to Non-promoters of the Details of Utilisatiion is given below:
| Objects for which funds have been raised and where there has been a deviation/ variation, in the following table: | ||||||
| Original object | Modified object, if any | Original allocation (In Crore) | Modified allocation, if any | Funds Utilized (In Crore) | Amount of deviation/ variation on for the quarter according to applicable object |
Remarks if any |
| Expansion of Business | NA | 3.00 | – | 3.00 | – | Nil |
| Promotion of Brand | NA | 5.64 | – | 2.73 | – | Balance Rs. 2.91 cr will spend in current quarter |
| Working Capital | NA | 2.50 | – | 2.50 | – | Nil |
| Repayment of Borrowing | NA | 3.50 | – | 3.50 | – | Nil |
H. Certificate from a Company Secretary in practice- A certificate from a Company Secretary in Practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority forms part of this Report.
I. There was no occasion of non-acceptance of any recommendation of any committee by the Board of
J. DETAILS OF FEES PAID/PAYABLE TO THE STATUTORY AUDITORS
| Particulars | Amount (in Rs) |
| Statutory Audit | 9,00,000/- |
| Limited review/Certification/Reimbursement of Exp | 1,57,229/- |
K. Disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
| No. of Complaints filed during financial year | No. of Complaints disposed of during financial year | No. of Complaints pending as on the end of the financial year |
| NIL | NIL | NIL |
L. Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/ companies in which directors are interested by name and amount’- Not Applicable, as the Company has not given any loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount, during the year under review
M. Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries- Not Applicable
N. The Company has complied with all the applicable requirements specified in Regulation 17 to 27 and 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
O. Disclosure of the extent to which the discretionary requirements as specified in part E of Schedule II have been adopted: Separate posts of Chairperson and the Managing Director or the Chief Executive Officer: Presently Shri Rikhab Chand Jain Director (Whole Time Director till 31.03.2025 and w.e.f. Non-executive Chairman and Director) of the Company is appointed as a Chairman of the Company and Shri Sanjay Kumar Jain is Managing Director of the Company
P. Disclosure Of Certain Types of Agreements Binding Listed Entities: Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations: Not Applicable
DETAILS FOR UNCLAIMED SUSPENSE ACCOUNT FOR UNCLAIMED SHARES
As per Listing Regulations, the details of “T T Limited – Unclaimed Suspense Account” are as under: –
| Outstanding at the beginning of the year i.e. April 1, 2024 |
No. of shareholders claimed during the year |
No. of shareholders claim transferred during the year |
Outstanding at the end of the year i.e. March 31, 2024 |
||
| No. of Shareholders |
No. of Shares |
No. of Shareholders |
No. of Shares |
||
| 6 | 900(Before split of face value of share | 2 | 2 | 4 | 7000(After split of face value of shares)* |
*During the year ended 31st march, 2025 in the Shareholder in EGM dated 24.01.2025 approved the sub- division /split of existing Equity Shares of the Company from 1(One) Equity Share having face value of Rs. 10/- (Rupees Ten Only) each fully paid up, into 10 (Ten) Equity Share of the face value of Re. 1/- (One) each fully paid up.
The voting rights in respect of above shares shall remain frozen till the rightful owner of such shares claims the shares
DECLARATION
I, Sanjay Kumar Jain, Managing Director T T Limited declare that all Board Members and Senior Management Personnel have affirmed compliance with ‘Code of Conduct for Board & Senior Management Personnel’ for the year ended 31st March, 2025.
Place: New Delhi
Dated: 21st May, 2025
Sanjay Kumar Jain, Managing Director