T T Ltd — Proxy Solicitation & Information Statement 2024

Nov 2, 2024

==> picture [326 x 99] intentionally omitted <==

TTL/SEC/2024-25 2[nd] November, 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

Dear Sir/Madam,

Sub: Corrigendum to the Notice of 1[st] Extra Ordinary General Meeting (EOGM) to be held on 21[st] November, 2024

With reference to our letter dated 30th October, 2024 we hereby inform you that, Certain inadvertent errors have been noticed in the EOGM Notice in respect of the Special resolution (Item no 2 of the notice) for Issue of Warrants, Convertible into Equity Shares to the Non-Promoter on Preferential Basis. Accordingly, on page no 3 of the EOGM notice in resolution no 2-point b) of the notice read as under:-

“The said Warrant(s) shall be issued and allotted to the NON-PROMOTER within a period of 15 days from the date of passing of this resolution in dematerialized form provided that in case the allotment of the said Warrants is pending on account of pendency of any approval or permission by any regulatory authority or the Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last such approval or permissions.”

Instead of

“The said Warrant(s) shall be issued and allotted to the PROMOTER within a period of 15 days from the date of passing of this resolution in dematerialized form provided that in case the allotment of the said Warrants is pending on account of pendency of any approval or permission by any regulatory authority or the Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last such approval or permissions.”

CORRECTION: Allotment to Non- Promoters instead of Promoter

Corrected Notice of EOGM is attached herewith and made available on the Company’s website:

Weblink: https://tttextiles.com/wp-content/uploads/2024/11/EGM-Notice.pdf

Except for the above corrections, there is no change in the Notice of EOGM. You are requested to take the above on record.

Thanking You, Yours Sincerely

For TT Limited

Digitally signed PANKAJ by PANKAJ MISHRA MISHRA Date: 2024.11.02 12:25:48 +05'30'

Pankaj Mishra

Company Secretary & Compliance Officer

==> picture [431 x 131] intentionally omitted <==

NOTICE

NOTICE is hereby given that the 1st Extra Ordinary General Meeting of the Members of T T Limited. (“the Company”) will be held on Thursday, 21st November, 2024 at 11:00 a.m. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following Special business: -

1. To Issue of Equity Shares to Person(s) belonging to Non Promoter Category on Preferential Basis

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

“RESOLVED THAT pursuant to the provisions of Sections 23, 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies(Share Capital and Debentures) Rules, 2014 (including any statutory amendment(s) or modification(s) thereto or enactment(s) or reenactment(s) thereof for the time being inforce) (the “Act” ); and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ( “ICDR Regulations” or “SEBI ICDR Regulations” );and any other rules/ regulations/guidelines, if any, prescribed by the Securities and Exchange Board of India ( “SEBI” ),as amended ,and the rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Stock Exchanges where the equity shares of the Company are listed ( “Stock Exchanges” ) and/ or any other statutory/ regulatory authority; and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time ( “Listing Regulations” ); and the Memorandum and Articles of Association of the Company; and subject to the approval(s), consent(s), permission(s) and/ or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications, as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded to create, offer, issue and allot on preferential basis, from time to time, in one or more tranche, up to maximum of 10,00,000 (Ten Lakhs Only) equity shares of the Company of the face value of Rs.10/-(Rupees Ten Only) each (“Equity Shares”) at a price of Rs. 122/- (Rupees One Hundred Twenty Two Only) , which includes a premium of Rs. 112/- (Rupees One Hundred Twelve Only) per equity share ( herein after referred to as the “Issue Price”) ” aggregating upto Rs. 12,20,00,000/- (Rupees Twelve Crore Twenty Lakhs only) , or such other higher prices if any, determined in accordance with the relevant provisions of Chapter V of SEBI ICDR Regulations, 2018, in such manner and on such other terms and conditions, that the Board may deem appropriate in its absolute discretion and without requiring any further approval or consent from the Members, to the following ‘Proposed Allottee’ as detailed herein below:

S. No.	Name of Proposed Allottee	Category	Number of Equity Shares proposed to be allotted
1	Venus Partners	Non-Promoter	7,50,000
2	Vinitha Manish Jain	Non-Promoter	2,50,000
	TOTAL		10,00,000

RESOLVED FURTHER THAT in terms of the provisions of ICDR Regulations, the “Relevant Date” pursuant to Regulation 161 of the SEBI (ICDR) Regulations in relation to the above mentioned Preferential Issue of Equity Shares is Tuesday, 22nd October, 2024, being the date, which is 30 days prior to the date on which the resolution will be deemed to be passed, i.e. 21st November, 2024.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Equity Shares shall be subject to following terms:

1

• i. That the said equity shares shall be issued and allotted by the Company to Proposed Allottee within a period of 15 (Fifteen) days from the date of passing of this resolution provided that where the allotment of the said Equity Shares is pending on account of delay of any approval for such allotment by any regulatory authority or the Central Government, the allotment shall be completed within a period of 15(Fifteen) days from the date of such approval;

• ii. The equity shares to be so allotted shall be in dematerialized form and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and shall rank pari-passu in all respects including dividend, with the existing equity shares of the Company;

• iii. The equity shares allotted shall be subject to a lock-in for such period as specified under relevant regulations of Chapter V of ICDR Regulations relating to Preferential Issues.

• iv. The Allottees shall be required to bring in 100% of the consideration for the relevant Equity Shares on or before the date of allotment

• v. the subscription money that shall be received by the Company from the Proposed Allottees towards application of Equity Shares pursuant to this preferential allotment shall be kept by the Company in a separate Bank Account.

“RESOLVED FURTHER THAT for the purpose of giving effect to the above, any member of the Board or any committee thereof or Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things as they may in their sole and absolute discretion consider necessary, desirable or expedient for the purpose of giving effect to the above resolutions, including: (a) to make application(s) to the Stock Exchange for obtaining in-principle approval for issuance of the subscription and listing of the Equity Shares; (b) to file requisite documents / make declarations / filings with Ministry of Corporate Affairs, Reserve Bank of India, SEBI, Stock Exchange and any other statutory authority for and on behalf of the Company; (c) to represent the Company before any Government / regulatory authorities; (d) to appoint any merchant bankers or other professional advisors, consultants and legal advisors, and (e) to execute and deliver any and all documents, regulatory filings, certificates or instruments (including a certified copy of these resolutions), undertakings and to do or cause to be done any and all acts, deeds or things as may be necessary, appropriate or advisable solely in order to carry out the purposes and intent of, and to give effect to the foregoing resolutions, including any forms and documents that may be required to be filed with the concerned Registrar of Companies (“ROC”) and other concerned regulatory authorities and to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the Shares, utilization of issue proceeds, as may be required.”

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to the receipt of Such approvals as may be required under applicable law, the Board be and is hereby authorized to record the name and details of the Proposed Allottee in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottee inviting them to subscribe to the shares.

RESOLVED FURTHER THAT subject to SEBI Regulations and other applicable laws, the Board be and is hereby authorized to decide and approve terms and conditions of the issue of abovementioned equity shares and to vary, modify or alter any of the terms and conditions, including size of the issue, as it may deem expedient.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of the Board or any Director(s) or Officer(s) of the Company and to generally do all such acts, deeds and things as may be required in connection with the aforesaid resolutions, including making necessary filings with the Stock Exchanges and Regulatory Authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint any Merchant Bankers or other Professional Advisors, Consultants and Legal Advisors to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.”

2. Issue of Warrants, Convertible into Equity Shares to the Non-Promoter on Preferential Basis

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 23, 42 and 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force) (the “Act” ); and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ( “ICDR Regulations” or “SEBI ICDR Regulations” ); and any other rules/ regulations/guidelines, if any, prescribed by the Securities and Exchange Board of

2

India (“SEBI”),as amended, and the rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Stock Exchanges where the equity shares of the Company are listed ( “Stock Exchanges” ) and/ or any other statutory/ regulatory authority; and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time ( “Listing Regulations” ); and the Memorandum and Articles of Association of the Company; and subject to the approval(s), consent(s), permission(s) and/ or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications, as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company the Consent of the Members of the Company be and is hereby accorded to create, offer, issue and allot, on preferential basis, from time to time, in one or more tranches, up to maximum of 8,00,000 (Eight Lakhs Only) Convertible Warrants (“Warrants”) entitling the warrant holder to exercise option to convert and get allotted one Equity Share of face value of Rs.10/- (Rupees Ten only) each, at a price of Rs. 122/- (Rupees One Hundred Twenty Two Only) (including premium of Rs.112 /-each) ( herein after referred to as the “Issue Price” )” aggregating up to Rs. 9,76,00,000/- (Rupee Nine Crore Seventy Six Lakh Only) or such other higher prices if any, determined in accordance with the relevant provisions of Chapter V of SEBI ICDR Regulations, in such manner and on such other terms and conditions that the Board may deem appropriate in its absolute discretion and without requiring any further approval or consent from the members, to the following ‘Proposed Allottees’ as detailed herein below:

sed Al	lottees’as detailed herein below:
S. No.	Name of Proposed Allottees	Category	Number of convertible Warrants proposed to be allotted
1	Subhash Phootarmal Rathod	Non-Promoter	6,00,000
2	VASM Consultants Pvt. Ltd.	Non-Promoter	2,00,000
3	Total		8,00,000

RESOLVED FURTHER THAT in terms of the provisions of ICDR Regulations, the “Relevant Date” pursuant to Regulation 161 of the SEBI (ICDR) Regulations in relation to the above mentioned Preferential Issue of Equity Shares is Tuesday, 22nd October, 2024 , being the date, which is 30 days prior to the date on which the resolution will be deemed to be passed, i.e. 21st November, 2024.

RESOLVED FURTHER THAT the offer, issue and allotment of the aforesaid Warrants to the Proposed Allottee and the Equity Shares resulting from the exercise of the entitlement of the said warrants, shall be subject to applicable guidelines, notifications, rules and regulations and on the terms and conditions given herein below:

• a) The Proposed Allottee of the Warrants shall, on or before the date of allotment of the Warrants, pay an amount equivalent to at least 25% of the price fixed per Warrant in terms of the SEBI ICDR Regulations and the balance 75% of the Issue Price shall be payable by the Proposed Allottee at the time of exercising the Conversion of Warrant.

• b) The said Warrant(s) shall be issued and allotted to the Non-Promoter within a period of 15 days from the date of passing of this resolution in dematerialized form provided that in case the allotment of the said Warrants is pending on account of pendency of any approval or permission by any regulatory authority or the Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last such approval or permissions.

• c) The Equity Shares allotted on conversion of the Warrants shall rank pari passu in all respects (including voting powers and the right to receive dividend), with the existing equity shares of the Company from the date of allotment thereof and shall be subject to the provisions of the Memorandum and Articles of Association of the Company

• d) The pre-preferential shareholding of the Proposed Equity Allottees (if any) and Equity Shares to be allotted to the Proposed Equity Allottees shall be under lock- in for such period as may be prescribed under SEBI ICDR Regulations.

• e) The issue of the Warrants as well as Equity Shares arising from the exercise of the Warrants shall be governed by the regulations and guidelines issued by SEBI or any other statutory authority as the case may be or any modifications thereof.

• f) The respective Warrant Holders shall make payment of Warrant Subscription Price and Warrant Exercise Price from their own bank account into the designated bank account of the Company and in the case of joint holders, shall be received from the bank account of the person whose name appears first in the application.

• g) The Warrants by itself, until exercised and converted into Equity Shares, shall not give to the Warrant Holders thereof any rights with respect to that of an Equity shareholder of the Company.

• h) The proposed allottee(s) of Warrants shall be entitled to exercise option to convert warrants, in one or more tranches for allotment of one Equity Share of face value of Rs.10/-(Rupees Ten only) for every warrant, within a period of 18

3

(eighteen) months from the date of allotment of such warrants.

• i) In case the Warrant holder does not apply for the conversion of the outstanding Warrants into Equity Shares of the Company within 18 (eighteen) months from the date of allotment of the said Warrants, then the amount paid on each of the said outstanding Warrants shall be forfeited and all the rights attached to the said Warrants shall lapse automatically.

• j) The Warrants shall be exercised in a manner that is in compliance with the minimum public share holding norms prescribed for the Company under the LODR Regulations and the Securities Contracts (Regulation) Rules,1957.

• k) Upon exercise of the option by the allottee to convert the warrants within a period of 18 months, the equity shares, pursuant to exercise of warrants, shall be allotted with in a period of 15 days from the date of such exercise by the allottee in compliance with provisions of Regulation 162(2) of ICDR Regulations.

• l) The Warrants and the Equity Shares allotted pursuant to exercise of such Warrants shall be subject to a lock-in for such period as specified under applicable provisions of the ICDR Regulations and allotted equity shares shall be listed on the stock exchanges subject to the receipt of necessary permissions and approvals.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such Equity Shares as may be required to be issued and allotted upon conversion of the said Warrants and that Equity Shares shall be subject to the provisions of the Articles of Association of the Company and shall rank pari-passu in all respects, including entitlement for dividend, with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to decide and approve other terms and conditions of the issue of the Warrants and/ or Equity Shares and shall also be entitled to vary, modify or alter any of the terms and conditions, as it may deem fit, subject however to the compliance with the applicable guidelines, notifications, rules and regulations.

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to the receipt of such approvals as may be required under applicable law, the Board be and is hereby authorized to record the name and details of the Proposed Allottee in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottee inviting them to subscribe to the Warrants.

RESOLVED FURTHER THAT the Board be and is hereby authorized to, do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation issuing clarifications on the issue and allotment of Warrants/Equity Shares, resolving any difficulties, effecting any modifications to the foregoing (including any modifications to the terms of the issue) preparing, signing and filing applications with the appropriate authorities for obtaining requisite approvals, including making application to Stock Exchange for obtaining of in-principle approval, listing of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/or such other authorities as may be necessary for the purpose, to appoint such consultants, legal advisors and all such agencies as may be required for issuance of the Warrants/ Equity Shares, and to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of Directors or any Director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties or doubts what so ever that may arise and take all steps and decisions in this regard.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s)referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.”

By Order of the Board of Directors For T T Limited

Sd/Company Secretary

Pankaj Mishra

Place: New Delhi Date: 24th October, 2024

4

Notes:-

1. Pursuant to 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 2022 and Circular No. 11/2022 dated December 28, 2022 09/2023 dated September 25, 2023 and 09/2014 dated September 19, 2024 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, SEBI/HO/CFD/CMD2/CIR/P/ 2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 allowed conducting Extra Ordinary General Meeting (EOGM) 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 Extra Ordinary 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 EOGM through VC/OAVM only. The deemed venue for the EOGM shall be the Registered Office of the Company. Since the EOGM will be held through VC/OAVM, the route map of the venue of the meeting is not annexed hereto.

2. In compliance with the aforesaid MCA Circulars and SEBI Circular, the Notice of the EOGM 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 EOGM 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.

• 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 /EOGM. For this purpose, the Company has appointed 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 EOGM will be provided by CDSL.

• The Members can join the EOGM In the VC/OAVM mode 1 hour 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 EOGM 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 EOGM/AGM without restriction on account of first come first served basis.

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

• 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 EOGM. 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 EOGM through VC/OAVM and cast their votes through e-voting.

• 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.

• Members may also note that the Notice of this EOGM 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

5

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 EOGM 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.

1. Any person, who acquires shares of the Company and becomes Member of the Company after e-mailing of Notice by the Company and holding physical/demat shares as on the cut-off date, may obtain the login ID and password by sending a request at helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

2. 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.

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

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

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

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

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

8. 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 1st 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.

Members may please note SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022,, has mandated the listed companies to issue securities in demat form only, while processing any service requests viz. issue of duplicate securities certificate; claim from Unclaimed Suspense Account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4 or Form ISR-5 (for transmission), the formats of which are available on the website of the Company’s RTA at http://www.beetalmail.com/downloadf.

1. Claim of Equity Shares from Investor Education and Protection Fund (IEPF) Account: 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.

2. Nomination: As per the provisions of Section 72 of the Companies Act, the facility for making a nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nominations are requested to register the same by submitting Form No. SH- 13. If a Member desires to cancel the earlier nomination and record a fresh nomination, he may submit the same in Form No. SH-14. Members who are either not desiring to register for Nomination or would want to opt-out, are requested to fill out and submit Form No. ISR-3. The said forms can be downloaded from the RTA’s website at http://www.beetalmail.com/downloadf. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the RTA in case the share are held in physical form, quoting their folio no

3. 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

6

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. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2023/37 dated 16th March 2023 (subsumed as part of the SEBI Master Circular No. SEBI/HO/ MIRSD/POD-1/P/CIR/2024/37 dated 7th May 2024), in supersession of earlier Circular(s) issued on the subject, has prescribed common and simplified norms for processing investor service requests by RTAs and norms for furnishing PAN, KYC (contact details, bank details and specimen signature), and nomination details.As per the said Circular, it is mandatory for the shareholders holding securities in physical form to, inter alia, furnish PAN, KYC, and nomination details. It may be noted that any service request or complaint can be processed only after the folio is KYC compliant.

2. SEBI vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023 has mandated that with effect from April 01, 2024 dividend to shareholders holding shares in physical form shall be paid only through electronic mode. Such payment shall be made only if the folio is KYC complaint i.e. the details of PAN, choice of nomination, contact details, mobile no. complete bank details and specimen signatures are registered.

3. 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.14th November, 2024 only shall be entitled to vote at the EOGM by availing the facility of remote e-voting or by voting at the EOGM.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EOGM ANDJOININGMEETING THROUGH VC/OAVMAREASUNDER:

• i. The voting period begins on 18th November, 2024 at 9.00 A.M. and ends on 20th November, 2024 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 cutoff date of 14th November, 2024 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 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

7

	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 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/Easi Registration 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-votingService 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 duringthe 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.

8

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

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

Depository i.e. CDSL and NSDL
**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 at helpdesk.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 non-individual 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.

• (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.

9

• (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 favour 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 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 EOGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the EOGM 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 EOGM.

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 EOGM 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

10

to by the Company suitably by email.

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

2. Only those shareholders, who are present in the EOGM 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 EOGM.

3. If any votes are cast by the shareholders through the e-voting available during the EOGM 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 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 (self-attested 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.

If you have any queries or issues regarding attending EOGM & 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

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call at toII-free no.18O0 22 55 33.

By Order of the Board of Directors For T T Limited

Place: New Delhi Date: 24th October, 2024

Sd/Pankaj Mishra Company Secretary

11

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

Item 1 and 2

Keeping in view the future outlook, growth targets and prospects, the Company requires additional funding on long term basis, inter-alia, to support the expansion of business, working capital, repay short term and long term borrowings, promotion of brand and general corporate purpose. In view of the same, it is proposed to raise funds by way of issue of Equity Shares and Equity Shares Warrants of the Company under preferential allotment route. The Board at its meeting held on Thursday, 24th October, 2024 subject to the approval of the Members of the Company and such other approval(s) as may be required, has reviewed and discussed the fund requirement and accordingly, approved issuance of upto 10,00,000(Ten Lakh Only) fully paid up Equity Shares of the Company, at a price of Rs. 122/- per (One Hundred Twenty Two) equity Share (including a Premium of Rs 112/-) per equity share aggregating upto Rs. 12,20,00,000/- (Rupees Twelve Crore Twenty Lakhs only), and Issue of upto 8,00,000 (Eight Lakh Only) (equity Share warrant (“Warrants”) by way of a preferential issue basis, carrying an entitlement to subscribe for equivalent number of fully paid-up Equity Shares of the Company, at a price of Rs. 122/- (One hundred Twenty To only) per Equity Share (including a Premium of Rs. 112/- (Rupees One hundred twelve only) per Equity Share aggregating upto Rs. 9,76,00,000/- (Rupees Nine Crore Seventy Six Lakhs only) by way of preferential allotment, to the Proposed Investors as mentioned in Resolution no. 1 and 2.

Section 62 of the Companies Act, 2013 (“the Act”) provides inter alia, that when it is proposed to increase the issued capital of the Company by way of allotment of further shares, etc., such further shares shall be offered to the existing Members of the Company in the manner laid down in the section unless the Members in general meeting decide otherwise by passing a special resolution.

The proposed Preferential Issue is in terms of the provisions of the Chapter V of SEBI ICDR Regulations, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (as amended), and other applicable provisions, if any and Sections 42 and 62(1) of the Companies Act, 2013, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014.

Further, in terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company can make a private placement of its securities under the Act only after the approval of its Member by way of a special resolution has been obtained and in terms of Regulation 160 of SEBI ICDR Regulations, a special resolution needs to be passed by Members of a listed company prior to issue of specified securities on preferential basis.

Therefore, consent of the Members by way of a special resolution is being sought pursuant to the provisions of Sections 42 & 62 and all other applicable provisions of the Act and in terms of the provisions of the SEBI ICDR Regulations and the SEBI LODR Regulations.

The Relevant Date (for determining the minimum price) is Tuesday, October 22, 2024. The Equity Shares proposed to be allotted and Equity shares arising out of conversion of warrants shall be subject to the Memorandum and Articles of Association of the Company and the terms of issue as decided by the Board and shall rank pari- passu in all respects with the existing Equity Shares of the Company.

The information as required under Regulation 163(1) of SEBI ICDR Regulations and as per the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 is given below:

A) Objects of the Preferential issue

The Company proposes to raise upto Rs. 21,96,00,000/- (Rupees Twenty One Crore Ninety Six Lakhs only) through preferential issue of upto 10,00,000 (Ten Lakh) fully paid-up Equity Shares and upto 8,00,000 (Eight Lakh) Equity Share Warrants (“Warrants”)carrying an entitlement to subscribe for equivalent number of fully paid-up Equity Shares of the Company to the specified allottees as mentioned in Resolution no. 1 and 2 above, to support the expansion of business, promotion of brand, working capital, repay short term and long term borrowings and for general corporate purposes.

B) Maximum number of specified securities to be issued and Pricing of the Preferential Issue

The Company proposes to issue, on a preferential basis,

1. Upto 10,00,000 (Ten Lakh) fully paid-up Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) at price of Rs. 122/-(One hundred twenty two only) each per Equity Share (including a Premium of Rs.112/- (Rupees One Hundred twelve only) per Equity Share aggregating upto Rs. 12,20,00,000/- (Rupees Twelve Crore Twenty Lakhs

12

only),to the Non- promoter investors as mentioned in Resolution no. 1; and

1. Upto 8,00,000 (Eight Lakh) Equity Share Warrants(“Warrants”) carrying an entitlement to subscribe for equivalent number of fully paid up Equity Shares of the Company at a price of Rs. 122/- (One hundred twenty two only) per equity share (including a Premium of Rs.112/- (Rupees One hundred twelve only) per Equity Share aggregating upto Rs. 9,76,00,000/- (Rupee Nine Crore Seventy Six Lakh Only) to the specified allottees as mentioned in Resolution no. 3.

C) Intention of Promoters / Directors / Key Managerial Personnel to subscribe to the offer:

None of the directors / key managerial person/Promoters intends to subscribe to the Preferential Issue of equity shares and Convertible Warrants as mentioned in in the resolution no 1 and 2 of this notice.

D) The Price at which the allotment price is proposed and Basis on which the price has been arrived at:

The Equity Shares of the Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) and are most frequently traded at NSE in terms of Regulation 164(5) of SEBI ICDR Regulations, 2018. In terms of Regulation 164(1) of the SEBI ICDR Regulations, 2018, the shares of the Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited for a period of 90 Trading Days or more on Relevant Date; therefore, the aforesaid equity shares shall be allotted in accordance with the price determined in terms of Regulation 164(1) of the SEBI (ICDR) Regulations, 2018. As per the said Regulation, if the shares are frequently traded, the price is required to be determined by taking into account following parameters:

If the equity shares of the issuer have been listed on a recognized stock exchange for a period of 90 Trading Days or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:

• a. the 90 Trading Days Volume Weighted Average Price of the related equity shares quoted on the recognized stock exchange preceding the Relevant Date.

• b. the 10 Trading Days Volume Weighted Average Price of the related equity shares quoted on the recognized stock exchange preceding the Relevant Date.

Provided that if the Articles of Association of the issuer provide for a method of determination, which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue

As per regulation 166A of the SEBI (ICDR) Regulations, 2018, any preferential issue, which may result in a change in control or allotment of more than five per cent of the post issue fully diluted share capital of the issuer, to an allottee or to allottees acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price. Provided that the floor price, in such cases, shall be higher of the floor price determined under sub regulation (1) of regulation 164 or as mentioned above, or the price determined under the valuation report from the independent registered valuer or the price determined in accordance with the provisions of the Articles of Association of the Company.

Articles of Association of the Company do not provide for any particular method of determination which results in a floor price higher than that determined under SEBI ICDR Regulations. Since, the proposed allotment is more than 5% of the post issue fully diluted Equity Share Capital of the Company to the Allottee and the Allottees acting in concert, the pricing of the Convertible Warrants/ Equity Shares to be allotted is derived as the higher of the parameters provided under Regulation 164(1) of SEBI ICDR Regulations.

Therefore, in terms of the SEBI ICDR Regulations, the Issue Price has been computed as Rs. 122/- per equity shares including premium of Rs.112/- per equity share.

The valuation was performed by Shri Chandra Shekhar Pandey a Registered Valuer (Reg No. IBBI/RV/13/2021/14533), M. No. IOVRVF/VM/F&SA/13571 having its office at Flat-210d, Pocket A, Mayur Vihar, Phase-2, Near Ram Mandir, East, Delhi-110091 in accordance with regulation 164 and regulation 166A of SEBI (ICDR) Regulations. The certificate of Independent Valuer confirming the minimum price for preferential issue as per chapter V of SEBI (ICDR) Regulations is available for inspection at the Registered Office of the Company between 11:00 A.M. to 05:00 P.M. on all working days up to the date of EOGM and uploaded on the website of the Company i.e. www.ttlimited.co.in.

“Stock Exchange” for this purpose shall mean any of the recognized stock exchanges in which the equity shares are listed and in which the highest trading volume in respect of the equity shares of the Company has been recorded during the

13

preceding 90 Trading Days prior to the relevant date.

“Frequently traded shares” means the shares of the issuer, in which the traded turnover on any recognized stock exchange during the 240 trading days preceding the relevant date, is at least ten per cent of the total number of shares of such class of shares of the issuer.

E) Amount which the Company intends to raise by way of such securities

The aggregate amount intended to be raised pursuant to the Proposed Allotment of Equity Shares and Equity Share warrant is Rs. 21,96,00,000- (Rupees Twenty-one crore Ninety Six lakhs only) as the consideration payable for the Equity Shares proposed to be issued to the Proposed allottees as mentioned in Resolution No. 1 and 2.

F) Relevant Date

The “Relevant Date” for the offer, issue and allotment of Equity Shares / Equity Shares arising upon exercise of Warrants, by way of a preferential issue, as per the SEBI ICDR Regulations for determination of minimum price for the issue of Equity Shares is Tuesday, 22nd October, 2024, being the date (30) thirty days prior to the date on which the EOGM of Members i.e. Thursday, 21st November, 2024, is convened to approve the special resolution.

G) Shareholding Pattern before and after the proposed preferential issue.

S. No.	Category	Pre-Issue Post Issue***	Pre-Issue Post Issue***	Pre-Issue Post Issue***	Pre-Issue Post Issue***
		No. of Shares held	% of Share holding	No. of Shares held	% of Share holding
A	Promoter’s Holding:
1	Indian:
	Individual	3969395	18.46	3969395	17.04
	Bodies Corporate	8649261	40.24	8649261	37.12
	Sub Total	12618656	58.70	12618656	54.16
2	Foreign Promoters	Nil	Nil	Nil	Nil
	Sub Total (A)	12618656	58.70	12618656	54.16
B	Non-Promoter’s holding:
1	Institutional Investors	19457	0.09	19457	0.08
2	Non-Institution:
	Private Corporate Bodies	75621	0.35	275621	1.18
	Indian Public	7421479	34.52	9021479	38.72
Others	(including NRI’s)	1362837	6.34	1362837	5.86
	~~Sub Total (B)~~	~~8879394~~	~~41.30~~	~~10679394~~	~~45.84~~
	~~Grand Total~~	~~21498050~~	~~100~~	~~23298050~~	~~100~~

• pre issue shareholding is as on 30.09.2024

**Post Issue Include post conversion of warrants

H) Proposed time frame within which the allotment shall be completed:

As required under SEBI ICDR Regulations, the Company shall complete the allotment of the Equity Shares on or before the expiry of 15 (Fifteen) days from the date of passing of special resolution by the Members granting consent for issue and allotment of the Equity Shares, and in the event the allotment of the Equity Shares requires any approval(s) from any regulatory authority or the Central Government, within 15 (Fifteen) days from the date of such approval(s) or permission or within such further period as may be prescribed or allowed by the SEBI), Stock Exchanges or other regulatory authority or the Central Government, as the case may be.

• I) Proposed allottees, identity of the Proposed Allottees (including natural persons who are the ultimate beneficial owners of equity shares proposed to be allotted and / or who ultimately control), the percentage (%) of Post Preferential Issue Capital that may be held by the proposed allottees

14

S. Name of the No. Proposed Allottee	Category of the Proposed Allottee	Ultimate Benefcial Owners	Pre allotment equity holding	Number of Shares proposed to be allotted	Post allotment Equity holding and % of post allotment **Shareholding ***
1 Venus Partners	Non- Promoter	1. Somasundaram B 2. Sahil 3. Puneet Arora	Nil	7,50,000	7,50,000 3.22%
2 Vinitha Manish Jain	Non- Promoter	Not Applicable	Nil	2,50,000	2,50,000 1.07%
3 Subhash Phootarmal Rathod	Non- Promoter	Not applicable	nil	6,00,000	6,00,000 2.57%
4 VASM Consultants Pvt Ltd	Non- Promoter	1. Shri Sahil Gupta	nil	2,00,000	2,00,000 0.86%

• Post allotment shareholding is including after conversion of warrants into Equity shares

J) The current and proposed status of the allottee(s) post Preferential Issue namely, promoter or non-promoter

Existing promoter will continue as promoter of the Company and pursuant to this allotment the proposed allottees other than promoter shall be covered under the head on non – promoter/public under shareholding pattern of the Company.

K) Class or Classes of Persons to whom the allotment is proposed to be made

a) Fully Paid Equity Shares as mentioned in Resolution No. 1 are proposed to be allotted to the following:

Sr. No	Name of Proposed Allottees	Category of the Proposed Allottees	Current and Proposed Status of the Proposed Allottees
1	Venus Partners	Non- Promoter	Non- Promoter
2	Vinitha Manish Jain	Non- Promoter	Non- Promoter
b) Equity Shares warrant as mentioned in Resolution No. 2 are proposed to be allotted to the following:
Sr. No	Name of Proposed Allottees	Category of the Proposed Allottees	Current and Proposed Status of the Proposed Allottees
1	Subhash Phootarmal Rathod	Non- Promoter	Non- Promoter
2	VASM Consultants Pvt. Ltd.	Non- Promoter	Non- Promoter

L) Change in control, if any, in the Company that would occur consequent to the preferential issue

The existing Promoters of the Company will continue to be in control of the Company and there will be no change in the management or control of the Company as a result of the proposed Preferential Issue of Equity Shares. However, the percentage of shareholding and voting rights exercised by the shareholders of the Company will change in accordance with the change in the shareholding pattern pursuant to the Preferential Issue.

M) Lock-in period

The equity shares to be issued and allotted on preferential basis shall be subject to lock-in as provided in the applicable provisions of the Regulation 167 of the SEBI (ICDR) Regulations.

Further the equity shares to be issued and allotted pursuant to conversion of warrants shall also be subject to lock-in as provided in the applicable provisions of the Regulation 167 of the SEBI (ICDR) Regulations.

The entire pre-preferential shareholding of the allottees/their partners, if any, shall also be locked-in from the relevant date up to a period of 90 trading days from the date of trading approval in terms of provisions of Regulation 167(6) of SEBI ICDR Regulations, 2018.

Provided that in case of convertible securities or warrants which are not listed on stock exchanges, the entire prepreferential allotment shareholding of the allottees, if any, shall be locked-in from the relevant date up to a period of 90 trading days from the date of allotment of such securities in terms of provisions of Regulation 167(6) of SEBI ICDR Regulations, 2018.

15

N) Re-computation of Issue Price

Since the Equity Shares of the Company have been listed on the recognized Stock Exchanges for a period of more than 90 trading days prior to the Relevant Date, it is not required to re-compute the price per Equity Share to be issued, pursuant to Regulations 164(2) and 164(3) of SEBI ICDR Regulations and therefore, the Company is not required to submit the undertaking / disclosures specified under Regulation 163(1)(g) and 163(1)(h) of SEBI ICDR Regulations.

O) Disclosure as specified in under Regulation 159(3) and 163(1)(i) of the SEBI ICDR Regulations:

• i. It is hereby confirmed that neither the Company nor its promoters and Directors and to the Company’s knowledge any of its Promoters is a willful defaulter or fraudulent borrower.

• ii. It is hereby confirmed that neither the Company nor its promoters and Directors is declared as fugitive economic offender under Fugitive Economic Offender Act, 2018.

P) Certificate from Practicing Company Secretaries

A certificate from Practicing Company Secretary certifying that the issue of Equity Shares on a preferential basis is being made in accordance with requirements of Chapter V of the SEBI ICDR Regulations shall be available for inspection at the Registered Office of the Company on all working days (excluding Saturdays, Sundays & Public Holidays) during 11:00 A.M. to 5:00 P.M. up to the date of Extra Ordinary General Meeting. The said Certificate will be uploaded on the website of the Company i.e. www.ttlimited.co.in before the Extra Ordinary General Meeting.

Q) Valuation for consideration other than cash:

Not applicable

• R) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer

The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the Registered Valuer is not applicable as the proposed allotment of Shares is for a cash consideration.

S) Terms of Issue of the Equity Shares, if any

Equity Shares to be allotted in terms of resolution No. 1 and Equity shares arising out of conversion of warrants to be allotted in terms of resolution No. 2 shall rank pari-passu with existing Equity Shares of the Company in all respects including the payment of dividend, if any. The other terms and conditions for issue of Equity Shares and warrants is mentioned in the Resolution Nos. 1, and 2 respectively.

T) No. of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

Company has not made any allotment during the year/ the details of allotment made during the year

U) Details of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution

• i. None of the Director, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested financially or otherwise in the proposed Special Resolution Nos. 1.

• ii. None of the Director, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested financially or otherwise in the proposed Special Resolution Nos. 2.

V) Listing:

The Company will make an application to the stock exchanges at which the existing shares are listed, for listing of Equity Shares. Such Equity Shares, once allotted, shall rank paripassu with the then existing Equity Shares of the Company in all respects, including dividend and voting rights.

W) Principle terms of assets charged as securities

Not applicable.

X) Material terms of raising securities

As stated above.

16

Y) Other undertakings and disclosures

In accordance with SEBI ICDR Regulations,

• i. The Company, its Promoters and its Directors are not categorized as willful defaulter(s) by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by Reserve Bank of India and have not been categorized as a fraudulent borrower. Consequently, the disclosures required under Regulation 163(1) (i) of the SEBI ICDR Regulations is not applicable.

• ii. None of its directors or promoters are fugitive economic offenders as defined under the SEBI ICDR Regulations.

• iii. The Company does not have any outstanding dues to SEBI, Stock Exchanges or the depositories.

• iii. The Company has obtained the Permanent Account Numbers (PAN) of the proposed allottes, except those allottees which may be exempt from specifying PAN for transacting in the securities market by SEBI before an application seeking in-principle approval is made by the Company to the stock exchange(s) where its equity shares are listed;

• iv. The Company shall be making application seeking in-principle approval to the stock exchange(s), where its equity shares are listed, on the same day when this notice will be sent in respect of the general meeting seeking shareholders’ approval by way of special resolution;

• v. The Company is in compliance with the conditions for continuous listing.

• vi. Since the Equity Shares have been listed on the recognized stock exchanges for a period of more than 90 trading days prior to the Relevant Date, the Company is not required to re-compute the price in terms of Regulation 163(1) (g) and Regulation 163(1)(h) of SEBI ICDR Regulations.

• vii. The Proposed Allottees and the promoter and promoter group has not sold any equity shares during 90 trading days preceding the Relevant Date.

• viii. The Equity Shares held by the proposed allottees in the Company are in dematerialized form only.

• ix. No person belonging to the promoters / promoter group has previously subscribed to any Equity Shares of the Company during the last one year.

• x. No Promoter of the Company or member of the Promoter Group of the Company has been allotted any warrants / failed to exercise the warrants allotted to them during the year.

• xi. The Company currently and post preferential issue, would be in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchange, where the equity shares of the issuer are listed and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, as amended, and any circular or notification issued by SEBI.

The Resolution Nos. 1, and 2 as set out in the Notice of EOGM and the terms stated therein and in the explanatory statement hereinabove shall be subject to the guidelines / regulations issued / to be issued by the Government of India or the Securities and Exchange Board of India or the Reserve Bank of India or the Ministry of Corporate Affairs or any other regulatory / statutory authorities in that behalf and the Board shall have the absolute authority to modify the terms contained herein or in the said resolution, if required by the aforesaid regulatory / statutory authorities or in case they do not conform with the SEBI ICDR Regulations including any amendment, modification, variation or re-enactment thereof.

The issue of the equity share Warrants under the preferential issue would be within the Authorized Share Capital of the Company.

The approval of the Members is being sought to enable the Board to decide on the issue of the Equity Shares and warrants on a preferential basis, to the extent and in the manner as set out in the resolution and the explanatory statement. The Board believes that the proposed issue is in the best interest of the Company and its Members and accordingly, it recommends passing of Special Resolutions set out at Item Nos. 1 and 2 of this Notice of EOGM for the approval of the Members.

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

Sd/-

Place: New Delhi Date: 24th October, 2024

17