Total Transport Systems Limited — Proxy Solicitation & Information Statement 2022

Sep 15, 2022

CIN: L63090MH1995PLC091063

Date: 15th September, 2022

To, The General Manager Capital Market (Listing) National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai-400051.

SYMBOL: TOTAL

Sub: Notice of 1 st Extra-ordinary General Meeting ('EOGM ')

Reference: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Madam,

We wish to inform you that the Extraordinary General Meeting ("EOGM") of the members of Total Transport Systems Limited ("The Company") will be held on Friday, 07th October, 2022, at 04:30 pm (IST) through video conference ("VC") or other audio-visual means ("OAVM") facility organized by the company, to transact the following business. The venue of the meeting shall be deemed to be held at the registered office of the company at 7th floor, T-Square, Opposite Chandivali Petrol Pump, Sakinaka Andheri (East), Mumbai City 400072 Maharashtra, India

In compliance with the General Circular No. 14/2020 dated April 08, 2020; General Circular No. 17 /2020 dated April 13, 2020; General Circular No. 20/2020 dated May 05, 2020 and General Circular no. 20/2021 dated December 08, 2021 and General Circular No. 3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs ("MCA") and the Securities and Exchange Board of India and in terms of the provisions of Regulation 30 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Notice of the 1st Extraordinary General Meeting ("EOGM") together with the explanatory statement is enclosed herewith.

Further, in accordance with the aforesaid MCA Circulars and SEBI Circulars, the Notice of EOGM is being sent only by electronic mode to those Shareholders whose email addresses are registered with the Company/ Depository Participants as on the cutoff date for sending notice i.e. 09th September 2022. The Notice of the EOGM is being dispatched to the Shareholders today, i.e. 15th September 2022. The notice is available on the website of the Company i.e. <www.ttspl.in>

91-22-66441500 | Fax : 91 2266441585 www.ttspl.in info@ttspl.in

CIN: L63090MH1995PLC091063

The agenda items proposed to be taken up at the EOGM as recommended by the Board of Directors are as mentioned below:

Sr. No.	ltem{s)proposedtobetransactedMannerofapproval	Resolution(s)tobepassed	Mannerof approval
1.	Increase in Authorised Share Capital ofthe Company and ConsequentialAlteration in Capital Clause of theMemorandum of Association.	OrdinaryResolution	Votingthroughelectronicmeansand/oratthetimeofEOGM
2.	To offer, issue and allot upto 18,30,973Equity Shares on a Preferential Basis.	SpecialResolution	Votingthroughelectronicmeansand/oratthetimeofEOGM

This is for your information and you are requested to bring this to the notice of your constituents.

Thanking you,

For and on behalf of,

Total Transport Systems Limited Bhavik Trivedi Company Secretary & Compliance Officer Membership No. A49807 Address: 7th floor T-Square Opp Chandivali Petrol Pump, Sakinaka Andheri (East) Mumbai BHAVIK SHANTILAL TRIVEDI Digitally signed by BHAVIK SHANTILAL TRIVEDI Date: 2022.09.15 20:18:00 +05'30'

91-22-66441500 | Fax : 91 2266441585 www.ttspl.in info@ttspl.in

TOTAL TRANSPORT SYSTEMS LIMITED Corporate Identity Number (CIN): L63090MH1995PLC091063 7 th -floor T-Square Opp Chandivali Petrol Pump, Sakinaka Andheri (East) Mumbai City Maharashtra 400072 India. Tel: 022-66441500 Email: corpfinance@mum.ttspl.in Website: https://ttspl.in

NOTICE IS HEREBY GIVEN THAT 1 st EXTRAORDINARY GENERAL MEETING ("EOGM") FOR FINANCIAL YEAR 2022-23 OF THE MEMBERS OF TOTAL TRANSPORT SYSTEMS LIMITED ("THE COMPANY") WILL BE HELD ON FRIDAY, OCTOBER 07, 2022 AT 04:30 PM (IST) THROUGH VIDEO CONFERENCE ("VC") OR OTHER AUDIO-VISUAL MEANS ("OAVM") FACILITY ORGANIZED BY THE COMPANY, TO TRANSACT THE FOLLOWING BUSINESS. THE VENUE OF THE MEETING SHALL BE DEEMED TO BE HELD AT THE REGISTERED OFFICE OF THE COMPANY.

SPECIAL BUSINESS:

1. Increase in Authorised Share Capital of the Company and Consequential Alteration in Capital Clause of the Memorandum of Association.

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

"RESOLVED THAT pursuant to the provisions of Sections 13, 61 and 64 of the Companies Act, 2013 ("the Act") (including any statutory modification(s) or re-enactment(s) thereof) and any other applicable provisions of the Act and the rules made thereunder and the Articles of Association of the Company and subject to all other necessary approvals, permissions, consents and sanctions, if any, the approval of the Members of the Company be and is hereby accorded to increase the existing Authorised Share Capital of the Company from Rs.15,00,00,000 (Rupees Fifteen crores only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs.10 (Rupees ten only) each to Rs. 17,00,00,000/- (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each by addition of 20,00,000 (Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only), ranking pari passu in all respect with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Section 13, 61 and other applicable provisions of the Companies Act, 2013 and subject to such other approval(s) from the concerned Statutory Authority(ies), the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V:

"V. (a) The Authorised Share Capital of the Company is Rs. 17,00,00,000 /- (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore Seventy Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each."

RESOLVED FURTHER THAT Mr. Shrikant D. Nibandhe, Executive Director, Mr. Makarand P. Pradhan, Managing Director, and Mr. Bhavik S. Trivedi, Company Secretary and Compliance Officer of the Company be and is hereby severally authorized to take all such steps and actions and to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by authority of this resolution."

2. To offer, issue and allot upto 18,30,973 Equity Shares on Preferential Basis.

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

"RESOLVED THAT pursuant to the provisions of Section 42, 62 and all other applicable provisions, if any, of the Companies Act, 2013 (the 'Act'), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made there under (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ('ICDR Regulations'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR Regulations'), as in force and subject to other applicable Rules / Regulations / Guidelines /Notifications / Circulars and clarifications issued thereunder, if any, from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India ('SEBI'), National Stock Exchange of India Limited ('NSE') and/ or any other competent authorities (hereinafter referred to as 'Applicable Regulatory Authorities') to the extent applicable, the Listing Agreement entered into by the Company with the Stock Exchange where the shares of the Company are listed 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 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 (hereinafter called 'the Board' which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its

absolute discretion, the consent of the members of the Company be and hereby authorise the Board on behalf of the Company, to create, offer, issue and allot by way of preferential issue, from time to time, in one or more tranches, upto 18,30,973 (Eighteen Lakh Thirty Thousand Nine Hundred and Seventy Three) Equity Shares, to the below-mentioned proposed allottees, for consideration in cash, at a minimum issue price of INR 111.16/- (Rupees One Hundred and Eleven and Sixteen paise only) per Equity Share including premium of INR 101.16/- (Rupees One Hundred and One and Sixteen paise only) aggregating to INR 20,35,30,958.68/- (Rupees Twenty Crore Thirty Five Lakh Thirty Thousand Nine Hundred and Fifty Eight and Sixty Eight paise only), in such manner and on such terms and conditions as the Board may in its absolute discretion decide:

Sr.	Name of Proposed Allottees	Category	No. of Equity
No			Shares(Upto)
1.	Akash Kumar	Non-Promoter	1,00,000
2.	Bharat Kumar	Non-Promoter	1,00,000
3.	Alka S. Shah	Non-Promoter	50,000
4.	Bakula R. Mamania	Non-Promoter	1,00,000
5.	Helium Traders Pvt Ltd	Non-Promoter	1,00,000
6.	Parul V. Bheda	Non-Promoter	1,00,000
7.	Shaili S. Bheda	Non-Promoter	2,00,000
8.	Mulesh M. Savla HUF	Non-Promoter	50,000
9.	Darshika S. Shah	Non-Promoter	25,000
10.	Shailen R. Shah	Non-Promoter	25,000
11.	Yantra Esolarindia Private Limited	Non-Promoter	6,50,000
12.	Sandesh M. Kirkire	Non-Promoter(Independent Director)	25,000
13.	Mangina S. Rao	Non-Promoter(Independent Director)	25,000
14.	Rajiv M. Saxena	Non-Promoter(Independent Director)	25,000
15.	Makarand P. Pradhan	Promoter(Executive Director)	85,324
16.	Sanjiv A. Potnis	Promoter(Executive Director)	85,324
17.	Shrikant D. Nibandhe	Promoter(Executive Director)	85,325
	TOTAL		18,30,973

RESOLVED FURTHER THAT in the event, there is a difference between the Issue Price and the price determined in accordance with SEBI (ICDR) Regulations, the Issue Price and/ or the number of Equity Shares to be allotted on exercise of the Equity Shares shall be subject to appropriate adjustments**.**

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the ICDR Regulations, the 'Relevant Date' for the purpose of calculating the price for the Preferential Issue of Equity Shares be and is hereby fixed as Wednesday, September 07, 2022, is the date (preceding the weekend or the holiday) 30 days prior to the date of passing of the Special Resolution by the Members of the Company.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Equity Shares to be allotted under the Preferential Allotment shall be subject to the following terms and conditions, apart from others as prescribed under applicable laws:

• a) The Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval(s) or permission(s) from Applicable Regulatory Authority(ies) or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission.
• b) The Equity Shares allotted shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI (ICDR) Regulations and be listed on the Stock Exchanges(s) subject to receipt of necessary permission(s), sanction(s) and approval(s).
• c) The price determined and the number of Equity Shares to be allotted shall be subject to appropriate adjustments as permitted under the rules, regulations, and laws, as applicable from time to time.
• d) The Equity Shareholder shall be entitled to all future corporate actions including but not limited to the issue of bonus/rights if any.
• e) The Equity Shares to be allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the name(s) of the proposed allottee(s) be and is hereby recorded for the issuance of an invitation to subscribe to the Equity Shares and a private placement offer letter in Form No. PAS-4 together with an application form issued to the proposed allottee inviting them to subscribe to the Equity Shares.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification(s) to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion may deem appropriate,

without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchange as appropriate, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification(s) to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any other Director(s) or any other officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to negotiate and decide terms and conditions of security, finalize and execute all deeds, documents, and writings as may be necessary, desirable or expedient, settle any question, difficulty or doubt that may arise in this regard, do all such acts, deeds, matters and things, as it may, in its absolute discretion deem necessary, proper or desirable and to delegate all or any of these powers to Committee(s) of the Board or any other person."

Registered Office :

7th floor T-Square Opp Chandivali Petrol Pump, Sakinaka Andheri (East) Mumbai Mh 400072 CIN: L63090MH1995PLC091063 E-mail: corpfinance@mum.ttspl.in Date: 12.09.2022

By order of the Board of Directors For Total Transport Systems Limited

Sd/- Bhavik Trivedi Company Secretary & Compliance Officer Membership No: A49807

Notes to the Explanatory Statement:

• 1. For the purpose of the Companies Act, 2013 ("Act"), the proceedings of the meeting shall be deemed to take place at the registered office of the company i.e. 7th floor T-Square Opp Chandivali Petrol Pump, Sakinaka Andheri (East) Mumbai City MH 400072
• 1. This EOGM is being convened in compliance with applicable provisions of the Act andthe rules made thereunder; provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"); the provisions of General Circular No. 14/2020 dated April 8, 2020; General Circular No.17/2020 dated April 13, 2020; General Circular No. 20/2020 datedMay 5, 2020 and General Circular no. 20/2021 dated December 08, 2021 and GeneralCircular No. 3/2022 dated May 05, 2022 issued by Ministry of Corporate Affairs issuedby the MCA (collectively referred to as "MCA Circulars"); and SEBI Circular dated May13, 2022, ref SEBI/HO/CFD/CMD2/CIR/P/2022/62.
• 1. The helpline number regarding any query/assistance for participation in the EOGM through VC/OAVM is Tel: 022-6263 8200
• 1. Since, the EOGM is being conducted through VC/OAVM mode; there is no provision for appointment of proxies. Accordingly, appointment of proxies by the members will not be available.
• 1. Members are requested to participate on first come first serve basis, as participation through video conferencing is limited and will be closed on expiry of 15 minutes from the schedule time of the EOGM. However, the participation of members holding 2% ormore is not restricted on a first come first serve basis. Members can login and join 15(fifteen) minutes prior to the schedule time of meeting and window for joining shall be kept open till the expiry of 15 (fifteen) minutes after the scheduled time.
• 1. Members can raise questions in advance via email to bhavik.trivedi@mum.ttspl.in up to 48 hours prior to the meeting.However, it is requested to raise the queries precisely and in short to enable to answerthe same.
• 1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the Special Businessto be transacted at the Extra-Ordinary General Meeting is annexed hereto.
• 1. Institutional / Corporate Shareholders (i.e. other than individuals / NRIs, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body resolution/authorization etc., authorizing its representative to attend the EOGM through VC / OAVM on its behalf and to vote through remote e-voting. The said

resolution/authorization shall be sent to the Company by email through its registered email address to the Scrutinizer ID scrutinisers@mmjc.in.In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EOGM.

• 1. Members who have not registered their e-mail addresses are requested to register the same with the Company's Registrars and Transfer Agents / Depository Participant(s) for sending future communication(s) in electronic form. The email addresses can be registered with the Depository Participant ("DP") in case the shares are held in electronic form and with the Registrar and Transfer Agent of the Company ("RTA") in case the shares are held in physical form.
• 1. Members are requested to register/update/intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Numbers (PAN), signature, bank mandates, Demat account details, nominations, etc.,
  • a. For shares held in electronic form: to their Depository Participants ("DPs")

b. For shares held in physical form: to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to the SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/CIR/2021/655 dated November 3, 2021. All the prescribed forms can be downloaded from the Company's website viz., https://ttspl.in/ under the category of Forms. The Company has sent letters to the physical holders requesting them to furnish the required details.

In terms of the above aforementioned SEBI Circular, the folios wherein certain details like PAN, nomination, mobile number, email address, specimen signature, bank details are not available, are required to be freezed with effect from April 1, 2022. Accordingly, shareholders who have not yet submitted the said details are requested to kindly provide the same to the Company/RTA at the earliest but not later than March 31, 2023, failing which their folio shall be frozen.

1. As per the provisions of Section 72 of the Act and the SEBI Circular dated November 3, 2021, the facility for making the nomination, opting out, cancellation or variation of the nomination is available to the members holding the shares in physical form. Members are requested to furnish the following forms to the Company/RTA either through hard copy or email.

Particulars	Forms	Website Link
Nomination Form	Form SH-13	https://ttspl.in/
Declaration to Opt-out ofnomination	Form ISR-3	https://ttspl.in/

Cancellation or variation of	Form SH-14	https://ttspl.in/
nomination

For members holding the shares in demat mode, the above details can be submitted to their respective DPs.

1. All the service requests viz., issue of duplicate securities certificate/endorsement/sub-division/splitting/consolidation etc., shall be made by the members by submitting the duly filled and signed Form ISR-4, the format of which can be downloaded from the website of the Company viz., https://ttspl.in/ under the category of Forms. All the service request shall be processed by the Company/RTA in dematerialized mode only, as mandated by SEBI.

Registration of Email ID:

• a) In case, the Shareholder's email ID is already registered with the Company/its Registrar & Share Transfer Agent / Depositories, log in details for e-voting are being sent on the registered email address.
• b) In case the Shareholder has not registered his/her/their emails address with the Company/its RTA / Depositories and or not updated the Bank Account mandate, the followinginstructions are to be followed:
  • i. Kindly log in to the website of the RTA, namely, M/s Bigshare Services Private Limited https://bigshareonline.com/ under Investor Services > Email/Bank detail Registration - fill in the details and upload the required documents and submit. OR
  • ii. In the case of Shares held in Demat mode: The shareholder may please contactthe Depository Participant ("DP") and register the email address and bank account details in the demat account as per the process followed and advised by the DP.
  • iii. Alternatively, Members may send an e-mail request to the email id: bhavik.trivedi@mum.ttspl.in along with scanned copy of the signedrequest letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in the case of physical folio.
• 1. Members seeking any information with regard to any matter to be placed at the EOGM are requested to write to the Company through an email on bhavik.trivedi@mum.ttspl.in.
• 1. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EOGM. The Company reserves the right

to restrict the number of questions and number of speakers depending upon the availability of time, for the smooth and professional conduct of the EOGM. The Company has also provided the facility to the Members to ask questions to the panellist via an active chat-board during the EOGM and the same would be responded by the Company appropriately

• 1. To support the 'Green Initiative', the members who have not registered their email address are requested to register the same with the RTA / Depositories.
• 1. The business set out in the Notice will be transacted through remote e-voting system and the instructions and other information relating to remote e-voting provided by NSDLare given herein below in this Notice. In case of any queries or grievances in connection with remote e-voting, the shareholders may write to the Registered Office address of the Company.
• 1. Members holding sharesin physical form are requested to notify immediately changes, if any, in their address or bank mandate to the Company/Registrar & Share Transfer Agents joyv@bigshareonline.com i.e. quoting their Folio Number and Bank Account Details along with self-attested documentary proofs. Members holding shares in the dematerialized (electronic) form may update such details with their respective Depository Participants. The Company or its Registrars cannot act on any request received directly from the shareholders holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the DepositoryParticipant of the shareholders.
• 1. Pursuant to MCA Circulars, a designated email address i.e has been created by the Company so that the Members can convey their vote, when a poll is required to be taken during the Meetingon any resolution at such designated email address through their email addresses which are registered with the RTA / DP.
• 1. In compliance with the provisions of Section 108 of theCompanies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2014, the Company is pleased to provide the members to exercise their right to vote at Extra-Ordinary General Meeting of the Company by electronic means through E-voting facility provided through NSDL.
• 1. Mrs. Kumudini Bhalerao, Partner at Makarand M. Joshi & Co, Company Secretaries has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizershall within a period not exceeding 2 working days fromthe conclusion of the remote e-voting period unblock the votes in the presence of at least 2 witnesses, not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, and forward it to the Chairman of the Company.

1. The Results declared along with the Scrutinizer's Report shall be placed on the website of the Company at https://ttspl.in/, immediatelyafter the declaration of the Result by the Chairman or any person authorized by him inwriting and shall be communicated to the BSE and NSE.

E-VOTING:

• 1. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 read with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members a facility to exercise their right to vote on business proposed to be transacted at the Extra-Ordinary General Meeting (EOGM) by electronic means and the business may be transacted through evoting services. The facility of casting votes by the members using an electronic voting system from a place other than the venue of the EOGM, ("remote e-voting") will be provided by the RTA of the Company i.e. Bigshare Services Pvt Ltd
• 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the EGM/AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM.
• 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM/AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM/AGM through VC/OAVM and participate there at and cast their votes through e-voting.
• 1. 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 for 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.
• 1. The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 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 the Circulars issued by the Ministry of Corporate Affairs 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 EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM/AGM will be provided by NSDL.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM/AGM has been uploaded on the website of the Company at https://ttspl.in/. The Notice can also be accessed from the websites of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com respectively and the EGM/AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
• 1. EGM/AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins on Tuesday, October 04, 2022 at 09:00 A.M. and ends on Thursday, October 06, 2022 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, September 30, 2022 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 30, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Typeof		Login Method
shareholders
Individual	1.	Existing IDeASuser can visit the e-Services website of NSDL
Shareholders		Viz. https://eservices.nsdl.comeither on a Personal Computer or
holding securities		on a mobile. On the e-Services home page click on the
in demat mode		"Beneficial Owner"icon under "Login"which is available
with NSDL.		under 'IDeAS'section , this will prompt you to enter your
		existing User ID and Password. After successful authentication,
		you will be able to see e-Voting services under Value added
		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 i.e. NSDLand
		you will be re-directed to e-Voting website of NSDL for casting
		your vote during the remote e-Voting period or joining virtual
		meeting & voting during the meeting.
	2.	If you are not registered for IDeAS e-Services, option to register
		is available at https://eservices.nsdl.com.Select "Register
		OnlineforIDeASPortal"orclickat
		https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.	Visit the e-Voting website of NSDL. Open web browser by
		typingthefollowingURL: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
		sixteendigitdemataccountnumberholdwithNSDL),

	Password/OTP and a Verification Code as shown on the screen.After successful authentication, you will be redirected to NSDLDepository site wherein you can see e-Voting page. Click oncompany name ore-Voting service provider i.e. NSDLandyou will be redirected to e-Voting website of NSDL for castingyour vote during the remote e-Voting period or joining virtualmeeting & voting during the meeting.Shareholders/Members can also download NSDL Mobile App4."NSDL Speede" facility by scanning the QR code mentionedbelow for seamless voting experience.
Individual	1.Existing users who have opted for Easi / Easiest, they can login
Shareholdersholding securities	through their user id and password. Optionwill be madeavailabletoreache-Votingpagewithoutanyfurther
in demat mode	authentication. The URL for users to login to Easi / Easiest are
with CDSL	https://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi.
	2.After successful login of Easi/Easiest the user will be also ableto see the E Voting Menu. The Menu will have links of e-Votingservice provider i.e. NSDL.Click on NSDLto cast your vote.
	3.If the user is not registered for Easi/Easiest, option to registeris available at
	https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.Alternatively, the user can directly access e-Voting page byproviding demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticatethe user by sending OTP on registered Mobile & Email asrecorded in the demat Account. After successful authentication,user will be provided links for the respective ESP i.e. NSDLwhere the e-Voting is in progress.

Individual	You can also login using the login credentials of your demat account
Shareholders	through your Depository Participant registered with NSDL/CDSL for
(holding securities	e-Voting facility. upon logging in, you will be able to see e-Voting
in demat mode)	option. Click on e-Voting option, you will be redirected to NSDL/CDSL
login through their	Depository site after successful authentication, wherein you can see e
depository	Voting feature. Click on company name or e-Voting service provider
participants	i.e. NSDL and you will be redirected to e-Voting website of NSDL 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 abovementioned website.

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

Login type	Helpdesk details
Individual Shareholders holdingsecurities in demat mode withNSDL	Members facing any technical issue in login can contactNSDLhelpdeskbysendingarequestatevoting@nsdl.co.inor call at toll free no.: 1800 1020990 and 1800 22 44 30
Individual Shareholders holding	Members facing any technical issue in login can contact
securities in demat mode with	CDSLhelpdeskbysendingarequestat
CDSL	helpdesk.evoting@cdslindia.comorcontactat022-
	23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. 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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed

Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares indemat account with NSDL.	8 Character DP ID followed by 8 DigitClient ID
	For example if your DP ID is IN300***and Client ID is 12****** then your userID is IN30012***.
b) For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor example if your Beneficiary ID is12************** then your user ID is12**************
c)For Members holdingshares inPhysical Form.	EVENNumberfollowedbyFolioNumber registered with the companyFor example if folio number is 001***and EVEN is 101456 then user ID101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to scrutinisers@mmjc.in with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Sarita Mote at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide 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
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to bhavik.trivedi@mum.ttspl.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER: -

• 1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the EGM/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 in the EGM/AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. 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.
• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at bhavik.trivedi@mum.ttspl.in. The same will be replied by the company suitably.

EXPLANATORY STATEMENT

{Pursuant to Sections 102 and 110 of the Companies Act, 2013 ("Act")}

For Item No. 1

Increase in Authorised Share Capital of the Company and Consequential Alteration in Capital Clause of the Memorandum of Association.

Considering the overall business growth and operational needs of the Company, the Company is proposing to raise additional capital, as mentioned under Resolution No.2 of this Notice, by way of preferential issue of Equity shares to proposed allottees. While considering the same it is proposed to increase the Authorised Share Capital as per applicable provisions of the Companies Act, 2013 and its corresponding rules, amendments thereof to consider option of raising equity funds as per the applicable provisions of the Companies Act, 2013 and rules made thereunder and the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations) and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations), collectively known as SEBI Regulations, (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and as amended from time to time.

Presently, the Authorised Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each. In order to facilitate the issue of equity shares and for further requirements, if any, it is proposed to increase the Authorised Share Capital to Rs. 17,00,00,000/- (Rupees Seventeen Crore) divided into 1,70,00,000 (One Crore Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional 20,00,000 (Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The increase in Authorised Share Capital and consequential amendments to Clause V of the Memorandum of Association of the Company and the issue of equity shares by way of capitalization of the Preferential Issue requires member's approval in terms of Section 13, 61 and 63 of the Companies Act, 2013 and any other applicable statutory and regulatory approvals.

None of the Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at item no. 1 of this Notice except to the extent of their shareholding in the Company.

The Board of Directors recommends the passing of the Ordinary Resolutions as set out in item no. 1 of this Notice for approval by the Members.

For Item No:2

To offer, issue and allot upto 18,30,973 Equity Shares on Preferential Basis.

The Company is on a growth trajectory and a fresh investment in the Company will further help in evolution and expansion of its business. The infusion will also strengthen the Company's balance sheet and reduce finance cost for the Company. In order to achieve the above objective and strengthen its financial position, various measures are required to be taken to enhance financial resources, including the long-term working capital. The Board has explored various options and proposed to raise fund by way of issue of equity shares on preferential basis.

In accordance with the above, the Board of Directors of the Company at their meeting held on Monday, September 12, 2022, approved the issue upto 18,30,973 Equity Shares of the Company, in one or more tranches, by way of preferential issue, for cash, at a minimum issue price of INR 111.16/- (Rupees One Hundred and Eleven and Sixteen paise only) per Equity Share having face value of Rs. 10/- (Rupees Ten only) as determined by the Board in its absolute discretion and in accordance with the pricing guidelines prescribed under Regulation 165 of Chapter V of the SEBI ICDR Regulations ("Minimum Issue Price") for an aggregate amount not exceeding 20,35,30,958.68/- (Rupees Twenty Crore Thirty-Five Lakh Thirty Thousand Nine Hundred and Fifty-Eight and Sixty-Eight paise only).

In accordance with Sections 42 and 62 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with Articles of Association of the Company and in accordance with the SEBI (ICDR) Regulations and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulation'), as amended from time to time, approval of the Members of the Company by way of special resolution is required to issue the Equity Shares on preferential basis.

Necessary information or details as required in respect of the proposed issue of Equity Shares in terms of applicable provisions of the Companies Act, 2013 read with related Rules thereto and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are as under:

• 1. The date of Passing Board Resolution for approving Preferential Issue: Monday, September 12, 2022.
• 1. Maximum number of securities offered and the price at which security is being offered: up to 18,30,973 Equity Shares of the Company, in one or more tranches, by way of preferential issue, for cash, at a minimum issue price of INR 111.16/- (Rupees One Hundred and Eleven and Sixteen paise only) per Equity Share ("Minimum Issue Price") having Face Value of Rs.10/- Each.
• 1. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made:

The per share price is determined on the basis of the pricing certificate received from M/s

Bhavesh Rathod & Co., Practicing Chartered Accountant, in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, 2018.

4. Name and address of Valuer who performed valuation:

Mr. Bhavesh M. Rathod (Registered Valuer) 12D, White Spring, A wing, Rivali Park Complex, Western Express Highway, Borivali East, Mumbai 400066 Email: info.cabhavesh@gmail.com Mobile: +91 97691 13490

5. Amount which the Company intends to raise by way of issue:

The proposed Preferential Issue of shall be an aggregate amount of minimum 20,35,30,958.68/- (Rupees Twenty Crore Thirty-Five Lakh Thirty Thousand Nine Hundred and Fifty-Eight and Sixty-Eight paise only).

6. Material terms of raising such shares:

As mentioned in the proposed resolution.

• 1. The proposed time within which the issue or allotment shall be completed: As required under the SEBI (ICDR) Regulations, Equity Shares shall be issued and allotted by the Company within a period of Fifteen (15) days from the date of passing of this resolution provided that where the issue and allotment of the said Equity Shares is pending on account of pendency of any approval for such issue and allotment by any regulatory authority or the Central Government, the issue and allotment shall be completed within a period of Fifteen (15) days from the date receipt of last of such approvals.
• 1. The Class or classes of persons/names of the proposed allottee(s) to whom the allotment is made and the percentage of post preferential offer capital that may be held by them:

Sr.	Name of the Investor	No.of	Percentage of capital	Percentage
No.		Equity	heldbeforethe	ofpost
		Share	preferential issue by	preferential
		(Upto)	the allottee	offer capital
				that may be
				held by the
				allottee*
1.	SandeshKirkire	25,000	0.14	0.28
	(Independent Director)
2.	Mangina Rao(Independent	25,000	0.34	0.45
	Director)
3.	RajivM.Saxena	25,000	0.03	0.18
	(Independent Director)

The Equity Shares are being offered to the following: -

Sr.	Name of the Investor	No.of	Percentage of capital	Percentage
No.		Equity	heldbeforethe	ofpost
		Share	preferential issue by	preferential
		(Upto)	the allottee	offer capital
				that may be
				held by the
				allottee*
4.	Bakula R.Mamania	1,00,000	0.0013	0.62
5.	Akash K.Sohanraj	1,00,000	0	0.62
6.	Bharat Kumar	1,00,000	0	0.62
7.	Darshika S.Shah	25,000	0	0.15
8.	Shaili S.Bheda	2,00,000	0	1.23
9.	Parul V.Bheda	1,00,000	0.17	0.77
10.	Shailen R.Shah	25,000	0	0.15
11.	HeliumTradersPrivate	1,00,000	0	0.62
	Limited
12.	MuleshManilalSavla	50,000	0	0.30
	HUF
13.	Yantra Esolarindia Private	6,50,000	0	4.02
	Limited
14.	Alka S.Shah	50,000	0	0.30
15.	SanjivA.Potnis	85,324	17.48	16.03
	(Executive Director)
16.	MakarandP.Pradhan	85,324	17.47	16.02
	(Executive Director)
17.	ShrikantD.Nibandhe	85,325	8.69	8.24
	(Executive Director)

Note: Based on assumption, the investor shall fully subscribe to the offer.

9. The percentage of post preferential issue capital that may be held by allottee and change in control, if any, in the issuer consequent to the preferential issue:

Please refer the above table for details of post preferential issue capital. However, there is no change in control in the Company. Promoters and promoter group of the company will remain the same.

10. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of the number of securities as well as price:

NIL

1. Objects of the preferential issue: The Company is on a growth trajectory and a fresh investment in the Company will further help in evolution and expansion of its business. The infusion will also strengthen the Company's balance sheet and reduce finance cost for the Company. In order to achieve the above objective and strengthen its financial position, various measures are required to be taken to enhance financial resources, including the long-term working capital. The Board has explored various options and proposed to raise fund by way of issue of equity shares on preferential basis.

2. Proposal /Intention of Promoters, Directors or Key Managerial Personnel(s) to subscribe the offer: Promoter, Director(s) or Key Managerial Personnel(s) are intending to subscribe to this offer as mentioned in the table.

Sr.	Category	Pre-Issue		Post Issue
No.		No. of sharesheld	%ofshareholding	No. of sharesheld	%ofshareholding
A	Promoters' Holding
1.	Indian:
	Individuals	74,98,610	52.41%	77,54,583	48.05%
	Bodies Corporate	Nil	Nil	Nil	Nil
	Sub Total	74,98,610	52.41%	77,54,583	48.05%
2.	Foreign Promoters	Nil	Nil	Nil	Nil
	Sub Total (A)	74,98,610	52.41%	77,54,583	48.06%
B	Non-Promoters'Holding
1.	Institutional Investors	Nil	Nil	Nil	Nil
2.	Non-Institutions:
3.	PrivateCorporateBodies	4,42,303	3.09%	11,92,303	7.38%
4.	Directors and Relatives	74,713	0.52%	1,49,713	0.92%
5.	Indian Public	59,22,146	41.39%	66,22,146	41.03%
6.	Others (Including NRIs,BodiesCorporate,Clearing Members)	3,68,228	2.57%	4,18,228	2.59%

1. Shareholding pattern of the Company before and after the preferential issue:

Sub-Total (B)	68,07,390	47.58%	83,82,390	51.94%
TOTAL (A+B)	1,43,06,000	100%	1,61,36,973	100%

Notes:

a. The above Shareholding pattern assumes allotment of18,30,973 Equity Shares to be issued and allotted.

Based on assumption, the investor shall fully subscribe to the offer.

b. Pre issue shareholding reflects shareholding of the Company as on 30th June 2022. Post issue holding of all the other shareholders is assumed to remain the same.

• 1. Principle terms of assets charged as securities: Not Applicable
• 1. Adjustments for Equity Shares: In the event, the Issue Price is less than the price determined in accordance with SEBI (ICDR) Regulations, the Issue Price and the number of Equity Shares to be allotted on shall be subject to appropriate adjustments, as permitted under applicable rules, regulations and laws as applicable from time to time.
• 1. Identity of proposed allottee(s) (including the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue:

Sr.	Name of the Investor	Beneficial Owner	Percentageof
No.			post preferential
			offer capital that
			may be held by
			the allottee*
1.	Sandesh Kirkire	NA	0.28%
2.	Mangina Rao	NA	0.45%
3.	Rajiv M. Saxena	NA	0.18%
4.	Bakula R. Mamania	NA	0.62%
5.	Akash K. Sohanraj	NA	0.62%
6.	Bharat Kumar	NA	0.62%
7	Darshika S. Shah	NA	0.15%
8.	Shaili S. Bheda	NA	1.23%
9.	Parul V. Bheda	NA	0.77%
10	ShailenR. Shah	NA	0.15%
11.	Helium Traders Private	Shraddha Soni	0.62%
	Limited
12.	MuleshManilalSavla	Mulesh M. Savla	0.30%
	HUF	Maya M. Savla

		Maitry N.Shah
		Devanshi M. Savla
13.	YantraEsolarindia	Kinnari V. Shah	4.02%
	Private Limited	Hemangi B. Shah
		Bela H. Shah
14.	Alka S. Shah	NA	0.30%
15.	Sanjiv A. Potnis	NA	16.03%
16.	Makarand P. Pradhan	NA	16.02%
17.	Shrikant D. Nibandhe	NA	8.24%

Note: Based on the assumption, the investor shall fully subscribe to the offer.

• 1. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees: Please refer the above table for details for details of ultimate beneficial owners of the equity shares proposed to be allotted.
• 1. Undertaking for Re-computation of Issue Price: The Company undertakes to recompute the price of the Equity Shares in terms of the provisions of the SEBI (ICDR) Regulations where it is required to do so and that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the Equity Shares shall continue to be locked in till the time such amount is paid by the allottee(s).
• 1. Disclosures under Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a wilful defaulter or a fraudulent borrower: None of the Company, its directors or promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI (ICDR) Regulations.
• 1. Relevant Date: The 'Relevant Date' for determining the issue price of the Equity Share shall be Wednesday September 07, 2022 being the date (preceding the weekend or the holiday) which is 30 days prior to the Extra-Ordinary General Meeting i.e. October 07, 2022.
• 1. Lock-in: The Resultant Equity Shares to be issued and allotted as above shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations.
• 1. Practicing Company Secretary's Certificate: As required in Regulation 163(2) of the SEBI (ICDR) Regulations, a certificate from the Practicing Company Secretary of the Company, certifying that the issue is being made in accordance with the requirements of the SEBI (ICDR) Regulations, is available for inspection by the Members of the Company at the Registered Office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of Extra-Ordinary General Meeting i.e. and is also uploaded at the website of the Company at weblink https://ttspl.in/

Issue of the Resultant Equity Shares arising from preferential issue would be well within the Authorised Share Capital of the Company. The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolution as set out in Item No. 2 in the accompanying notice for approval by the Members.

Directors, Key Managerial Personnel and/or their relatives thereof are interested to the extent of their shareholding in the company, in the aforesaid resolution.

Registered Office :

7th floor T-Square Opp Chandivali Petrol Pump, Sakinaka Andheri (East) Mumbai Mh 400072 CIN: L63090MH1995PLC091063 E-mail: corpfinance@mum.ttspl.in Date: 12.09.2022

By order of the Board of Directors For Total Transport Systems Limited Sd/- Bhavik Trivedi Company Secretary & Compliance Officer Membership No: A49807