T T Ltd — Capital/Financing Update 2024

Dec 16, 2024

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TTL/SEC/2024-25

16[th] December, 2024

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

Sub: Outcome of the Board Meeting held today i.e. Monday, 16[th] December, 2024

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”), we do hereby inform you that the meeting of the Board of Directors of the Company held today i.e. 16[th] December, 2024 through video conferencing and approved the followings:

1. Allotment of Equity Shares Allotment of 10,00,000 (Ten Lakh Only) Equity Shares at an Issue Price of Rs. 122/-each (including premium of Rs. 112/-) to the following allottees on preferential basis upon receipt of 100% of subscription money equivalent to 100% of issue price from the respective allottees:

Name of the Allottee	Category	No of Equity shares allotted
Venus Partners	Non-Promoter	7,50,000
VinithaManishJain	Non-Promoter	2,50,000

The equity shares so allotted shall rank pari passu , in all respects, with the existing equity shares of the Company.

2. Allotment of Convertible Warrants

Allotment of 8,00,000 Convertible Warrants at an Issue Price of 122/- each (including premium of Rs. 112/-) to the following allottees on a preferential basis upon receipt of an amount equivalent to 25% of issue price from respective allottees:

Name of the Allottee	Category	No of Warrants allotted
Subhash Phootarmal Rathod	Non-Promoter	6,00,000
VASMConsultantsPvt. Ltd.	Non-Promoter	2,00,000

1. Approved Sub-division/ split of existing Equity Shares of the Company from One equity share having face value of Rs. 10/- (Rupees Ten) each, fully paid-up, into 10 (Ten) equity shares having face value of Rs. 1/(Rupee One ) respective, fully paid-up, subject to approval of the Shareholders.

The record date for the purpose of the above sub-division/split of Equity Shares shall be decided after obtaining approval of the shareholders and other necessary approval and will be intimated in due course. Details of sub-division/split of existing equity shares in terms of SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 (“SEBI Circular”) are attached as ‘Annexure – A’ .

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1. Approved for alteration of the Capital Clause (Clause V) of the Memorandum of Association of the Company (MOA) on account of sub-division/split of equity shares of the Company subject to approval of Shareholders. Brief of alteration in MOA in terms of SEBI Circular attached as ‘Annexure – B’ .

2. Appointment of Shri Hardik Jain (DIN:09585969) as Executive Director designated as Whole Time Director of the Company. Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with circular No. CIR/CFD/ CMD/4/2015 dated 9th September, 2015 is attached as Annexure-C

3. Approved the Shifting of Registered office of the Company from 879, Master Prithvi Nath Marg, Karol Bagh, New Delhi- 110005 to Poddar House, 2nd Floor, 71/2C, Rama Road, Moti Nagar, New Delhi – 110015 i.e. within the local limits of City w.e.f from 16[th] December, 2024.

4. Notice of the Extra Ordinary General Meeting (EGM) of the Company to be held on Friday, 24[th] January, 2025 through video conferencing or other Audio-Visual means.

The Board Meeting was commenced at 11.00 A.M. and concluded at 12.00 P.M.

You are requested to take the above on record.

Thanking You, Yours Sincerely

For TT Limited

Digitally signed PANKAJ by PANKAJ MISHRA MISHRA Date: 2024.12.16 12:23:45 +05'30' Pankaj Mishra Company Secretary

Annexure A

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Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023:

Sub-division/Split of existing equity shares of the Company from One equity share having face value of Rs. 10/- (Rupees Ten only) each, fully paid-up into 10 (Ten) equity shares having face value of Rs. 1/- (Rupees One only) each fully paid-up.

Sr. No .	Particulars		Description	Description	Description	Description	Description
1	Split Ratio		Existing 1 (One) equity share of the Company having face value of Rs. 10/- (Rupees Ten only) each fully paid-up will be sub-divided/split into 10 (Ten) equity shares having face value of Rs. 1/- (Rupees One only) each fully paid-up.
2	Rationale behind the Split		To enhance the liquidity of the Company's equity shares and encourage the participation of small investors by making it more affordable also, to broaden the retail investors base .
3	Pre and post share capital – authorized, paid up and subscribed		Particulars Pre Sub-division			Post Sub-division
			No. of shares		Face Value (Rs.)	No. of shares	Face Value (Rs.)
			Authorized Share Capital
			EquityShares 4,50,00,000		10	45,00,00,000	1
			Issued Share Capital
			EquityShares 2,24,98,050		10	22,49,80,500	1
			Subscribed and Paid-up Share Capital
			EquityShares	2,24,98,050	10	22,49,80,500	1
4	Expected time of completion;		Approximately 2 months from the date of receipt of approval of the shareholders of the Company.
5	Class of shares which are subdivided		Equity shares (There is only one class of Shares i.e. Equity shares)
6	Number of shares of each class pre and post split		As per the details provided in Clause 3 above.
7	Number of shareholders who did not get any shares in consolidation and their pre- consolidation shareholding		Not Applicable

Annexure – B

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Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read along with SEBI circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023:

Alteration in Memorandum of Association of the Company, in brief

The Board of Directors of the Company at its Meeting held on 16[th] December, 2024 subject to approval of the Members, approved alteration of Capital Clause (Clause V) of the Memorandum of Association of the Company as below:

• V. The authorized Share Capital of the Company is Rs. 45,00,00,000 (Rupees Forty Five Crores) divided into 45,00,00,000 (Rupees Forty Five Crore only) Equity Shares of face value of Rs. 1/- (One Rupee) each:

Annexure-C

Appointment of Shri Hardik Jain as an Executive Director designated as Whole Time Director of the Company :

S. No.	Particulars	Event
1	Reason for Change	Appointment as an Executive Director designated as Whole Time Director of the Company
2.	Date of appointment /cessation / (as applicable) & termofappointment	Appointment w.e.f. 24thJanuary, 2025
3	Brief Profile	Shri Hardik Jain aged 22 years is graduated with a degree in Finance and Marketing from University of Melbourne. He has 2 years of experience in the Hosiery Industry. .
4	Disclosure of relationships between directors	Shri Hardik Jain is son of Smt. Jyoti Jain, Jt. Managing Director and Shri Sanjay Kumar Jain, Managing Director and grandson of Shri Rikhab Chand Jain, Chairman of the Company.
5	Information as required pursuant to BSE circular ref no. LIST/ COMP/ 14/ 2018-19 and the National Stock Exchange of India Limited with ref no. NSE/CML/2018/24, dated June 20,2018	Shri Hardik Jain is not debarred from holding the office of Director by any SEBI order or any other such authority