T T Ltd — AGM Information 2023

Aug 17, 2023

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TTL/SEC/2023-24

17[th ] August, 2023

M/s National Stock Exchange of India Ltd. “Exchange Plaza” Plot No. C/1, G Block BandraKurla Complex Bandra (E), Mumbai-400051 Ph.: 022-26598100-8114 Scrip Code: TTL	Bombay Stock Exchange Limited Floor 35, P.J.Towers Dalal Street Mumbai-400001 Fax-022-22722061/41/39/37 Scrip Code :514142

Dear Sir/Madam,

Sub: Notice of 44[th] Annual General Meeting

Pursuant to Regulation 30 read with Schedule Ill Part A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 we are enclosing herewith a copy of notice for convening 44[th] Annual General Meeting of the Company which is scheduled to be held on Wednesday the 27[th] Day of September, 2023 at 11.00 AM through video conferencing to transact the Businesses as set out in the Notice.

Further, Pursuant to the Regulation 42 of SEBI (Listing Disclosure and Obligation Requirements Regulation 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Thursday 21[st] September, 2023 to Wednesday 27[th] September, 2023, (both days inclusive) for the purpose of AGM.

The Cut-off date for ascertaining the members who shall be eligible to cast vote through the process of e- voting on the resolutions covered by the Notice of the aforesaid AGM is 20[th] September, 2023.

The Company is pleased to provide to its members the facility to cast their Vote(s) on all resolutions set forth in the Notice by electronic means (“E-voting”). The Remote E-voting Period begins on Saturday, 23[rd] September, 2023 (09:00 AM) and ends on the close of Tuesday, 26[th] September, 2023 (5.00 PM). The instructions for E-voting are mentioned in the notice attached.

You are requested to take the above on record.

Thanking You, Yours Sincerely

For TT Limited

PANKAJ Digitally signed by PANKAJ MISHRA Date: 2023.08.17 MISHRA 11:10:25 +05'30'

Pankaj Mishra Company Secretary & Compliance Officer

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T T LIMITED

CIN: L18101DL1978PLC009241

879 Master Prithvi Nath Marg, Opp. Ajmal Khan Park, Karol Bagh, New Delhi 110005

Email: newdelhi@ttlimited.co.in | Website : www.ttlimited.co.in

NOTICE

NOTICE is hereby given that the 44[th] ANNUAL GENERAL MEETING of the Members of T T Limited. (“the Company”) will be held on Wednesday, 27[th] September, 2023 at 11:00 a.m. through Video Conferencing (VC)/Other AudioVisual Means (OAVM) to transact the following business: -

ORDINARY BUSINESS: -

1. To receive, consider, approve and adopt the Audited Financial Statement of the Company for the Financial Year ended March 31, 2023 together with Directors and Auditors Report thereon.

2. To consider reappointment of Sh. Sunil Mahnot (holding DIN 06819974) as Director of the Company who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint Statutory Auditors and authorize Board of Directors to fix their remuneration and in this regard to consider and if thought fit, to pass, the following resolution, as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and pursuant to the recommendations of the Audit Committee and Board of Directors of the Company, M/s Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N), be and is hereby appointed as Statutory Auditors of the Company ( in place of B S D & Co., Chartered Accountants, the retiring auditors) for a term of 5 (five) consecutive years, to hold office from the conclusion of this 44[th] Annual General Meeting (AGM) until the conclusion of the 49[th] AGM to be held in year 2028, at such remuneration and out of pocket expenses, as may be decided by the Managing Director of the Company.”

“RESOLVED FURTHER THAT Board of Directors and / or Company Secretary of the Company be and is hereby jointly/severally authorized to do any acts, deeds, matters and things to give effect to this resolution including the filing of requisite information, forms and any other documents etc. with the Registrar of Companies and other concerned authority.”

SPECIAL BUSINESS:

4. TO APPROVE THE MATERIAL RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013.

To consider and, if though fit to pass, with or without modification, following resolution as an Ordinary Resolution :

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“ RESOLVED THAT pursuant to the provision of Section 188 and all other applicable provisions if any, of the Companies Act, 2013 (the Act ) read with the Companies ( Meeting of Board and its Powers ) Rules, 2014 and in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015 and subject to such approvals , consents, sanctions and permissions as may be necessary, consent of the members of the company be and is hereby accorded to the Board of Directors of the company to enter into contract and / or agreements with related parties i.e. T T Brands Ltd, as per below given terms and Conditions :

Sr. No.	Nature of Transactions	Name of the Related Party	Name of Director/KMP who is related	Upto an amount (Rs. in Crore)
1	Payments of Royalty	T T Brands Limited	Sh. Rikhab Chand Jain Sh. Sanjay Kumar Jain Smt. Jyoti Jain	Rs. 5.00
2	Purchase of Branded Packaging Material & Accessories	T T Brands Limited	Sh. Rikhab Chand Jain Sh. Sanjay Kumar Jain Smt. Jyoti Jain	Rs. 10.00

RESOLVED FURTHER THAT Director (Finance) and/or the Company Secretary of the Company be and is hereby authorized to take all such act as, matters and things as may be deemed necessary or expedient for giving effect to this resolution.”

Place: New Delhi Date: 17[th] May, 2023

By Order of the Board of Directors For T T Limited Sd/Pankaj Mishra Company Secretary

Notes: -

1. In view of the continuing of the COVID-19 pandemic, social distancing norm to be followed Ministry of Corporate affairs vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 19/2021 dated December 08, 2021, Circular No. 21/2021 dated December 14, 2021, Circular No 02/2022 dated May 05, 2022 and Securities and Exchange Board of India (SEBI) vide i t s C i r c u l a r N o . S E B I / H O / C F D / C M D 1 / CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/ 2021/11 dated January 15, 2021 and MCA vide circular No 10/2022 dated December 28, 2022 allowed conducting 44th Annual General Meeting through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) without the physical presence of members at a common venue. Thus, in compliance with the said Circulars, the Annual General Meeting (AGM) of the Company will be held through video conferencing (VC) or other audio-visual means (OAVM). Members can attend and participate in the AGM through VC/OAVM only. The deemed venue

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for the 44[th] AGM shall be the Registered Office of the Company. Since the AGM will be held through VC/ OAVM, the route map of the venue of the meeting is not annexed hereto.

1. In compliance with the aforesaid MCA Circulars and SEBI Circular, the Notice of the 44[th] AGM and other documents are being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories.

Therefore, those Members, whose email address is not registered with the Company or with their respective Depository Participant/s, and who wish to receive the Notice of the 44[th] AGM and the Annual Report for the year 2022-23 and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below: -

a. For Members holding shares in physical form, please send scan copy of a signed request letter mentioning your folio number, complete address, email address to be registered along with scanned self- attested copy of the PAN and any document (such as Driving License, Passport, Bank Statement, AADHAR) supporting the registered address of the Member, by email to the Company at: investors@ttlimited.co.in

b. For the Members holding shares in demat form, please update your email address through your respective Depository Participant/s.

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

2. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

3. Participation of Members through VC /OAVM will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 (“the Act”).

4. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

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1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

2. Members may also note that the Notice of this Annual General Meeting and the Annual Report for the year 2022-23 will also be available on the Company’s website www. ttlimited.co.in for their download. The same shall also be available on the website of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL https:// www.evotingindia.com. Members may also note that pursuant to Sections 101 and 136 of the Act read with the Rules framed there under, the Notice calling the 44[th] AGM along with the Annual Report for Financial Year 2022-23 is been sent by electronic mode to those Members whose E-mail addresses are registered with the DPs or the Company/Beetal, unless the Members have requested for a physical copy of the same.

3. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 will be available electronically for inspection by the Members on the website of the Company at https://www.ttlimited.co.in/investors/ shareholdersinformation/annual-general-meeting/ during the time of AGM.

4. Members desiring any information relating to the accounts or any other matter to be placed at the AGM, are requested to write to the Company on or before 15[th] September, 2023 through email at investors@ ttlimited.co.in.

5. Green Initiative: To support the Green Initiative, members who have not registered their e-mail address are requested to register their e-mail address for receiving all communication including Annual Report, Notices, and Circulars etc. from the Company electronically.

6. Nomination: Pursuant to Section 72 of the Companies Act, 2013, Members holding shares in physical form are advised to file nomination in the prescribed Form SH-13 with the Company’s share transfer agent. In respect of shares held in electronic/ demat form, the Members may please contact their respective depository participant.

7. Submission of PAN: Shareholders are requested to note that furnishing of Permanent Account Number (PAN) is now mandatory in the following cases: -

8. a) Transferees and Transferors PAN Cards for transfer of shares,

9. b) Legal Heirs’/Nominees’ PAN Card for transmission of shares,

10. c) Surviving joint holders’ PAN Cards for deletion of name of deceased Shareholder, and

11. d) Joint Holders’ PAN Cards for transposition of shares.

12. Bank Account Details: Regulation 12 and Schedule I of SEBI Listing Regulation requires all companies to use the facilities of electronic clearing services for payment of dividend. In compliance with these regulations, payment of dividend will be made only by electronic mode directly into the bank account of Members and no dividend warrants or demand drafts will be issued without bank particulars.

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1. Share Transfer permitted only in Demat: As per Regulation 40 of the Listing Regulations, securities of listed companies can be transferred only in dematerialized form with effect from 1[st] April, 2019. In view of the above and to avail the benefits of dematerialization and ease portfolio management, Members are requested to consider dematerialize shares held by them in physical form.

2. Shareholders’ Communication: Members are requested to send all communications relating to shares and unclaimed dividends, change of address, bank details, email address etc. to the Registrar and Share Transfer Agents at the following address:

Beetal Financial & Computer Services Pvt. Ltd.

Address: 99, Madangir, Behind Local Shopping Centre, New Delhi – 110062 Contact No: Tel- 011-29961281

Fax: 011-29961284 Email: beetal@beetalfinancial.com

If the shares are held in electronic form, then change of address and change in the Bank Accounts etc. should be furnished to their respective Depository Participants (DPs).

1. Unclaimed/Unpaid Dividend: Pursuant to Section 124 of the Companies Act, 2013, the unpaid Dividends that are due to transfer to the Investor Education and Protection Fund (IEPF) are as follows:

Financial Year Date of Declaration Tentative Date for transfer to IEPF Financial 2015-16 14.09.2016 21.10.2023

Members who have not encashed their dividend warrants pertaining to the aforesaid years may approach the Company/ its Registrar, for obtaining payments thereof at least 30 days before they are due for transfer to the said fund.

1. Compulsory transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account: Pursuant

to Section 124 of the Companies Act 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF.

Members may note that the dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Information on the procedure to be followed for claiming the dividend /shares is available on the website of the company http://www.ttlimited.co.in

1. Voting: All persons whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. 20[th] September, 2023 only shall be entitled to vote at the Annual General Meeting by availing the facility of remote e-voting or by voting at the Annual General Meeting.

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THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• i. The voting period begins on 23[rd] September, 2023 at 9.00 A.M. and ends on 26[th] September, 2023 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 20[th] September, 2023 may cast their vote electronically. The evoting module shall be disabled by CDSL for voting thereafter.

• ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.

  • In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• A. Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

• iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www. cdslindia.com and click on Login icon and select New System Myeasi.
	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly

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		3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the E-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meetings.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on eVoting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.com or contact at toll free no.: 1800 22 55 33
Individual Shareholders holding securities in Demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• B. Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• (iv) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id /

(v) After entering these details appropriately, click on “SUBMIT” tab.

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• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant, Company Name i.e., T T Limited on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) Facility for Non-Individual Shareholders and Custodians –Remote Voting

Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. evoting@cdslindia.com.

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter

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etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz., www.ttlimited.co.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for remote e-voting.

3. Shareholders who have voted through remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting.

6. Please note that participants connecting from mobile devices or tablets or through laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investors@ttlimited.co.in The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investors@ttlimited.co.in. These queries will be replied to by the Company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.

10. If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to

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the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES:

1. For physical shareholders- please provide necessary details like folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhar (selfattested scanned copy of Aadhar Card) by email to the Company/RTA

2. For demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For individual demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

4. If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800225533

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Place: New Delhi Date: 17[th] May, 2023

By Order of the Board of Directors For T T Limited Sd/Pankaj Mishra Company Secretary

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44th Annual Report 2022-23

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ANNEXURE TO ITEM 2 OF THE NOTICE

Details of Directors seeking appointment and re-appointment at the forthcoming Annual General Meeting [Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings]

Secretarial Standard 2 on General Meetings]
Name of the Director	Shri Sunil Mahnot
Date of Birth	01-07-1969
DIN	06819974
Nationality	Indian
Date of Appointment on the Board	21.05.2014
Qualifcations	B.com, Company Secretary
Expertise in specifc functional area	Finance, Company Law,
Number of shares held in the Company	Nil
List of the directorships held in other companies*	Nil
Number of Board Meetings attended during the year 2022-23	6
Chairman/ Member in the Committees of the Boards of companies in which he is Director*	Nil
Relationships between Directors inter-se	NA
Remuneration details (Including Sitting Fees &Commission) paid during F.Y. 2022-23	Rs. 31.65 Lakh

• Directorship includes Directorship of Public Companies & Committee membership includes only Audit Committee and Stakeholders’ Relationship Committee of Public Limited Company (whether Listed or not).

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44th Annual Report 2022-23

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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

M/s B S D & Co, Chartered Accountants (FRN: 000312S), were appointed as Statutory Auditors of the Company pursuant to resolution passed by members of the Company in the Extra Ordinary General Meeting held on 30[th] December, 2022 to hold office of Statutory Auditor upto the conclusion of the ensuing Annual General Meeting. Accordingly, B S D & Co will complete the present term on conclusion of this AGM.

M/s B S D & Co, Chartered Accountant have informed the company that they do not wish to continue as Auditors of the company with effect from the conclusion of the ensuing Annual General Meeting. Accordingly, their reappointment at the ensuing AGM of the company cannot be considered by the members.

The Board of Directors based on the recommendation of the Audit Committee proposes the appointment of M/s. Doogar & Associates, Chartered Accountants, (FRN. 000561N) as the Statutory Auditors of the Company. If approved by the members, the appointment of M/s Doogar & Associates as the Statutory Auditors will be for a period of five years commencing from the conclusion of this 44th Annual General Meeting till the conclusion of the 49th Annual General Meeting at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company.

M/s Doogar and Associates, Chartered Accountants (FRN: 000561N) have conveyed their consent to be appointed as Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members would be within the limits prescribed under the Companies Act, 2013.

Accordingly, the Board recommends the resolution set out at item number 3 of the Notice of AGM for appointment of Statutory Auditors as an Ordinary Resolution for consideration and approval by members of the Company.

None of the Directors, Key Managerial Persons or their relatives, in any way concerned or interested in the said resolution.

Item No. 4

Section 188 of the Companies Act, 2013 read with The Companies (Meetings of Board and its power) Rules, 2014 provide that except with the prior approval of the company by a resolution, a company shall not enter into a transaction or transaction, where the transaction or transactions to be entered into with any Related Party for sale, purchase or supply of any goods or material, directly or through appointment of agent (amounting to ten percent or more) of the turnover of the Company.

Provision of Regulation 23 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 provides that transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower

Pursuant to the provision of Regulation 23 (1A) Notwithstanding the above, a transaction involving payments

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44th Annual Report 2022-23

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made to a related party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed five percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.

Audit committee and Board of Directors of the Company have approved the transactions along with the limits. All disclosures prescribed to be given under the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its powers) Rules, 2014 are provided in the table appended below for the perusal of the members.

Sr. No.	Nature of Transactions	Name of the Related Party	Name of Director/KMP who is related	Upto an amount (Rs. in crores)
1	Payments of Royalty	T T Brands Limited	Sh. Rikhab Chand Jain Sh. Sanjay Kumar Jain Smt. Jyoti Jain	Rs. 5.00 crore
2	Purchase of Branded Packaging Material & Accessories	T T Brands Limited	Sh. Rikhab Chand Jain Sh. Sanjay Kumar Jain Smt. Jyoti Jain	Rs. 10.00 crore

Though both above mentioned transactions are in the Ordinary Course of Business and also on an arm length basis and value of transaction is not exceeding limit prescribed in the Companies Act and SEBI(LODR) Regulations, nevertheless, your company seek your approval in the spirit of law.

Except Shri Rikhab Chand Jain, Chairman, Mrs. Jyoti Jain, Jt. Managing Director and Shri Sanjay Kumar Jain, Managing Director, no other Directors or Key Managerial Personnel of the Company or their relatives are in any way concerned or interested financially or otherwise, in the aforementioned resolution.

The Board recommends the Special Resolution set out at item no. 4 of the notice for approval by the members.

By Order of the Board of Directors For T T Limited

Sd/-

Place: New Delhi Date: 17[th] May, 2023

Pankaj Mishra Company Secretary

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