T T Ltd Directors Report

Your directors have pleasure in presenting the 46^th (Forty Sixth) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS

2. DIVIDEND

Your Board of Directors pleased to recommend a dividend @ 5% ( 0.05 per equity share) on the 224980500 equity shares of 1 each of your Company.

3. REVIEW OF OPERATIONS

In the year 2024-25, the global disturbances continued and we managed to finish the year at par turnover.

Indian textile exports grew marginally with improvement in imports from developed countries but was nothing substantial and was still 15% below the peak touched in 2021-22.

Domestic demand continued to be flat and there has been a hit in winter demand, as winter season has shortened and starts only from mid-December. The changing climatic cycles of late winter and hence late summers is something the trade is yet to adjust. This is overall impacting demand, as buying confidence is very low.

Overall industry was hit with relatively higher raw material prices vis-?-vis the world. Cotton was high due to international prices falling below MSP and India not able to take advantage due to import duty. On the other hand, QCO and import duty made low priced MMF fibre/yarnimportsdifficultand forcing industry to buy from the monopolistic type Indian suppliers.

The company turnover was Rs. 21443.15 lakhs and profit after tax at Rs 409.91 Lakhs in 2024-25. Despite global headwinds, flatdomestic demand and supply chain disruptions due to sale of Gajroula factory, the Company managed to maintain turnover and increase net profit.

This year was very significant for the company as many important milestones were achieved:

The completion of the post COVID restructuring to exit spinning and reduce debt. The sale transaction of its Gajroula unit was completed during the year leading to reduction of total debt significantly from

Rs 12889.62 Lakhs in FY 2023-24 to Rs 8925.85 Lakhs in FY 2024-25. This sale did not impact supply chain of the Company; it could maintain its turnover despite sale of this unit.

The near completion of garmenting unit in Howrah, West Bengal (leading knitwear cluster of India) that is expected to start commercial production in Q2 to support the aggressive growth plans of the Company

T.T. Brand for the first time signed a Bollywood star as its brand ambassador Rajkumar Rao was signed in February 2025 and advertisement has started from April 2025.

The next Gen has also formally joined the Company as Executive Director at a young age of 22 and is leading the Companys new advertisement campaign and AI initiatives.

The Company has also reworked its dependence on cotton fiber garments to cotton/manmade fiber blends to reduce the risk of its business due to cotton volatility. All new product development is around blends and performance fibers/yarns. The recent surge in cotton prices and consumer resistance to paying a higher price has sent a clear signal that India is still a price-conscious market especially in tier 2 and tier 3 towns and the budget for clothing is constrained due to lifestyle changes. The Company established its sourcing office in Surat, and has started sourcing manmade fibre-based fabric.

The continuous use of digitalization in life is also an important signal that the Company needs to connect more digitally with its distributors, retailers, and customers. The Company is continuously working on the same and recognises the importance to embrace technological changes sooner than later.

4. FUTURE OUTLOOK

Exciting times are ahead for the industry, as UK FTA has finally been signed and the tariffs imposed by USA are expected to create an advantage for India against its competitors especially China. Further since end of last year, garment exports have started up picking due to buyers looking for alternatives to Bangladesh and all major global buyers stepping up their buying as pipeline inventories fall.

The Company plans to clearly focus on the value-added innerwear and casualwear segment both in domestic brand (under its brands T.T. and HiFlyer) and in exports to capitalize on the tremendous opportunity for India in exports.

T.T.Brand has for the first time signed a Bollywood superstar Rajkummar Rao (lead hero in blockbuster film

Stree2) as its brand ambassador and has introduced multiple new products for summer 2025 and plans new launches for winter 2025 too.

To capitalize the opportunities in market, the Companys new unit in Howrah West Bengal is ready and is expected to start production from July 2025 and be in full production by Q3 end. Further the Company is planning to upgrade its machinery in the Avinashi Tamil Nadu unit in this year.

The Company plans to raise further equity funds through rights issue in Q2 of this year for working capital, branding and upgradation of Avinashi factory.

The Company also plans to strengthen its Surat operations recognizing the strong changing importance of blends and 100% Manmade fibers in the domestic casual wear market and slowly expected to perpetuate to the export market. s, better processingfiber Newproductdevelopment finishes, allbasedonMMFperformance consumer experience. However, all products would be keeping the basic principle of delivering value for money to the consumer and will not be reaching out to a small percentage of premium / elite consumers.

Dependence on cotton fiber is being slowly but steadily alternative fibers and finishes to ensure the consumer experience is not compromised in any fashion.

The good news is that raw material prices are stable and company capacity utilisation is expected to pick up with consolidation of operations.

The Company would be using B2C and B2B E-commerce channels to foray into the weaker markets, by leveraging the existing network of these channels to ensure quicker and deeper penetration at a lower cost. Advertisement policy is very clear and would focus only on its strong markets by doing Point of Sales publicity and using social media for targeting strong markets. Electronic and print media will be used sparingly to build brand value in the weaker markets.

The Company in the last few years has gone through a bad phase due to various headwinds but luckily it is emerging with a stronger character and poise to build its growing knitted casual and active wear portfolio for all genders that have seen very good traction and demand. It sees a strong story of consumption and exports unfolding.

The most important change is the improved risk profile of will be there and a more consistent growth trajectory can be expected. The restructuring exercise to reduce debt and business risk profile is complete and the Company starts again to revive its old glory, turnover and profits.

5. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 is presented as a separate section forming part of the Annual report.

6. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A separate report on Corporate Governance along with Auditors Certificateon its compliance is annexed to this report. (Annexure D)

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sh. Sanjay Kumar Jain, Director (DIN: 01736303) and Sh. Sunil Mahnot, Director (DIN: 06819974) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Shri Sunil Mahnot was reappointed as Whole Time Director cum CFO of the Company, liable to retire by rotation w.e.f.1st April, 2024 for another period of 5 years. On the recommendation of Nomination & Remuneration Committee, the Board of Directors has appointed Shri Hardik Jain as Additional Non-Executive Director Company, liable to retire by rotation w.e.f. 14th August, 2024. Which was approved by the Shareholder in the AGM held on 25th September, 2024. Later on, upon the recommendation of Nomination & Remuneration Committee, and Board of Directors approval Shri Hardik Jain appointed as Whole Time Director (Liable to retire by rotation) for the period of 5 years w.e.f. 24th January, 2025, which was approved the Shareholder in the EGM held on 24th January, 2025.

Based on the performance and considering the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company, Shri Ankit Gulgulia re-appointed as an Independent Director to the Board for second term of 5 years w.e.f. 1st April, 2024. Based on the performance and considering the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company, the Nomination and remuneration committee recommended the appointment of Shri Brijmohan Sharma as an Additional Director in the category of Independent Director to the Board for a term of 5 years w.e.f. 14th August, 2024. Which was approved by the shareholder in the AGM held on 26th September, 2024. All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation of the Listing Agreement. The

Independent Directors have also confirmed compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. KEY MANAGERIAL PERSONNEL

Following are the Key Managerial personnel of the Company as on 31st March, 2025:

9. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

A statement containing the details of the Remuneration of Directors and KMPs as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014) is mentioned in the Corporate Governance Report.

10. POLICY ON REMUNERATION OF DIRECTORS, KMPs SENIOR MANAGEMENT PERSONNEL AND OTHER

EMPLOYEES INCLUDING CRITERIA ‘S AS DETERMINED BY NOMINATION AND REMUNERATION COMMITTEE TThe remuneration paid to Directors is in accordance with the Nomination and Remuneration Policy of the Company formulated in accordance with Section 178 of Companies Act, 2013 read with Regulation 19 of

SEBI Listing Regulations (including any statutory modification(s)or re-enactment(s) for the time being in force.

Nomination and Remuneration Committee has formulated the criteria for determining the qualifications, positive attributes and independence of directors in accordance with Section 178 of Companies Act 2013 and recommended the same to the Board.

The Nomination and Remuneration Policy may be accessed on the Companys website at the link https:// tttextiles.com/investor/company-policies/

11. BOARD OF DIRECTORS MEETING

During the year 5 Board Meetings and five Audit Committee Meetings were convened and held. Details of the same are noted in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed limit under the Companies Act, 2013.

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under: a) That in the preparation of the annual accounts, the applicable accounting standards have been followed. b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period. c) That the directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) That the Directors have prepared the annual accounts on a going concern basis. e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. g) No fraud has been reported by the auditors under Section 143(12) of Companies Act 2013 for the F.Y. 2024-25.

Board of Directors have carried out an evaluation of its own performance, the performance of the directors individually and its committees for the financial year 2024-25.

Your directors feel pleasure in informing the members that the performance of the Board as a whole and its member individually was adjudged satisfactory. Your Company has framed policy and criteria for evaluation of Executive Directors, Chairperson, and Independent Directors and has also devised criteria for Board of Directors as a whole and individual Committees of the board.

14. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees during day-to-day business operations of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Companys website www.ttlimited.co.in

15 . AUDIT COMMITTEE DISCLOSURES

During the year, the Audit Committee met four times in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. At present, the Committee comprises Shri Ankit Gulgulia, Independent Director, Shri Rahul Jain, Independent Director, Shri Brijmohan Sharma, Independent Director, Shri Sunil Mahnot, Director (Finance) and Shri Sanjay Kumar Jain, Managing Director.

All the recommendations made by the Audit committee were accepted by the Board. B. Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, aims to provide a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and provide for direct access to the Chairman / Chairman of the Audit Committee in exceptional cases.

The policy of Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Companys website at the link: https://tttextiles.com/investor/company-policies/

16. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code of conduct stipulates such formats as are deemed necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance, recording of reasons for such decisions and for reporting level of holdings in securities at specified intervals determined as necessary to monitor compliance with these regulations. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the code.

Further the Board of Directors of the Company has adopted Code of practices & procedures for fair disclosure of unpublished price sensitive information, in compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018..

All Board of Directors and the designated employees have confirmed compliance with the code.

Further the Board of Directors of the Company has adopted Code of practices & procedures for fair disclosure of unpublished price sensitive information, in compliance with the SEBI (Prohibition of Insider Trading) (Amendment)Regulations, 2018.

17. CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has been contributing As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has been contributing funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. However, during the FY 2024-25 Company was not required to Spend any amount towards CSR expenditure due to inadequate profit in last Financial Years.

The policy of Corporate Social Responsibility as approved by the Board may be accessed on the Companys website at the link: https://tttextiles.com/investor/company-policies/.

18. RISK MANAGEMENT

The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity.

Effective risk management allows the Company to:

Embed the management of risk as an integral part of its business processes;

Establish an effective system of risk identification, analysis and treatment

Make informed decisions. or financial Avoidexposuretosignificant loss;

Assess the benefits and costs of implementation of available options and controls to manage risk.

Strengthen corporate governance procedures.

TTL adopts a systematic approach to mitigate various types of risks viz. Environmental, Business, Operational, Financial and others associated with accomplishment of objectives, operations, revenues and regulations. The Risk Management Policy may be accessed on the Companys website at the link https://tttextiles.com/wp-content/uploads/2023/12/Risk-Management-policy-T-T-Ltd.pdf

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company and Its compliances with operating systems, accounting procedure and policies at all locations of the Company.

20. TRANSFER OF DIVIDEND AND SHARES TO INVESTORS EDUCATION ANDPROTECTION FUND (IEPF)

During the year under review no unclaimed Dividend was pending for transferred to Investor Education and Protection Fund (IEPF) account.

21. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

23. WEBLINK OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH, 2025

In accordance with the provisions of Sections 92 and 134(3)(a) of the Act read with the Companies Management and Administration) Rules, 2014, Annual Return in Form No. MGT · 7, is uploaded on the website at : https://tttextiles.com/investor/results-reports/ 24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Energy Conservation continues to be an area of major emphasis in our Company. Efforts have been made to optimize the energy cost while carrying out manufacturing operations.

The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed as Annexure “A” herewith and forming part of this report.

25. RELATED PARTIES TRANSACTIONS

During the financial year 2024-25, the Company has entered into financial transactions, in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The Policy on dealing with related party transactions as approved by the Board may be accessed on the

Companys website at the link: https://tttextiles.com/investor/company-policies/

Further as required under Para A of Schedule V of the SEBI(LODR) Regulations following promoters are holding more than 10% of Shareholding as on 31^st March, 2025 with whom transactions were held by the Company

1. T T Brands Ltd

Your directors draw attention of the members to Note 35 of the standalone financial statement which sets out related party disclosures.

26. AUDITORS AND AUDITORS REPORTS: a. Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (‘the Act), read with the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, if any (including any statutory modification(s) or re-enactment

Company at their 44th Annual General Meeting held in the year 2023, approved the appointment of M/s Doogar & Associates, Chartered Accountants, New Delhi (Firm Reg. No. 000561N), as the Statutory Auditors of the Company from the conclusion of 44th Annual General Meeting till the conclusion of ensuing 49th Annual General Meeting of the Company.

Further, Statutory Auditor of the Company has submitted Auditors Report on the Accounts of the Company for the Financial year ended on 31^st March 2025. The Auditors report is self-explanatory and requires no comments.

.Secretarial Auditor

M/s DMK Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in their meeting held on 23^rd May, 2024 for the financial year 2024-25.

The Secretarial Auditors of the Company have submitted their Report in the Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March 2025 which is annexed herewith as Annexure-C to this Report.

Further, Secretarial Auditor of the Company has submitted Secretarial Auditors Report of the Companyfor the Financial year ended on 31^st March 2025. The Auditors report is self-explanatory and requires no comments.

27. PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to the members and others entitled thereto, excluding the information on Employees remuneration particulars mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members during business hours on all days except Sunday and Holidays. Any Member interested in inspecting the same may write to the Company Secretary at the Registered Office of the

Company. 28. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every women employee is treated with dignity and respect the company has in place a formal policy for prevention of sexual harassment at workplace and the Company has also constituted the Internal Complaint Committee in Compliance with the requirement of Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013.

30. SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards have been duly followed by the Company. 31. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: - a. Details relating to deposits covered under Chapter V of the Act. b. Issue of equity shares and differential rights as to dividend, voting or otherwise. c. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme. by the Regulators or Courts or Tribunals which impact d. Nosignificant the going concern status and Companys operations in future. e. Company does not have any subsidiary, Joint Venture and Associates. f. There have been no material change(s) and commitment(s) affecting the financial position of the Company between the end of the financialyear of the Company i.e., March 31, 2025, and the date of this Report. There has been no change in the nature of business of the Company during the financial year ended on March 31, 2025. g. During the year under review no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016(IBC).

32. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future for your Company with confidence.