TTI Enterprise Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting the 43rd Annual Report of the Company together with Standalone Audited Accounts for the financial year ended on 31st March, 2024.

1. COMPANY OVERVIEW:

TTI Enterprise Limited is a public limited company incorporated on 12th June, 1981 under The Companies Act, 1956 and having its registered office at Room No-822, 8th Floor, 4 Synagogue Street Kolkata, West Bengal - 700 001. The company is a non-deposit taking Non-Banking Finance Company vide the Reserve Bank of India registration number B.05.02515.

2. FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	Standalone
	Current Year 2023-24	Previous Year 2022-23
Total Income	297.76	310.84
Expenses	269.14	314.92
Profit Before Depreciation & Taxation & Exceptional Items	29.51	(4.08)
Exceptional Items	0.00	0.00
Profit Before Depreciation & Taxation	29.51	(4.08)
Less: Depreciation	0.89	2.42
Less: Current Tax	5.75	0.00
Less: Deferred Tax	0.03	19.17
Profit / (Loss) After Taxation	22.84	(25.67)
Add: Balance b/f from Previous Year	0.00	0.00
Less: Transferred to Statutory Reserve	0.00	0.00
Less: Fair Valuation of Equity Instrument	0.00	0.00
Add/(Less): Other Adjustment	(0.20)	0.01
Add: Contingent Provision for Standard Assets	0.00	0.00
Balance Carried to Balance Sheet	22.64	(25.66)

3. OPERATIONS/STATE OF COMPANYS AFFAIRS:

The profit before depreciation and tax during the year is Rs. 29.51 Lakhs against loss before depreciation & tax was Rs. (4.08) Lakhs in previous year. The profit after tax is Rs. 22.64 against the loss after tax is Rs. (25.67) Lakhs in previous year. The present business activities of the Company are investment in shares & securities, lending of loans to individual, body corporates, etc. Your directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the Company in the current Financial Year.

4. CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company.

5. LISTING OF EQUITY SHARES:

The Companys equity shares are listed on The BSE Limited (Scrip Code: 538597) and on Calcutta Stock Exchange.

The Company has paid the Annual Listing Fees for the financial year 2023-24 to the said Stock Exchange as required.

6. BRIEF DESCRIPTION OF THE STATE OF COMPANYS AFFAIRS:

The Company is a Non-Banking Finance Company and is presently engaged in the business of investing and financing.

7. DIVIDEND:

In view of strengthening the financial position of the Company and to enhance the reserve base of the Company, the Directors have not recommended any dividend during the financial year 2023-24.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid in the previous year, the provisions of Section 125 of The Companies Act, 2013 is not applicable to the Company.

9. SHARE CAPITAL:

The paid-up capital of the Company as on 31st March, 2024 was Rs. 25,40,44,220. During the financial year, the Company has not allotted any equity shares.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no such material change and commitment, affecting the financial position of the Company which have occurred between the end of the financial year ended on 31st March, 2024 and the date of the report.

11. TRANSFER TO RESERVES:

The Company during the year under review, in accordance with Section 45-IC (1) of The Reserve Bank of India Act, 1934 has not transferred any amount to Statutory Reserve.

12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013:

The Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, greed, color or social status of the employee. All employees (permanent, contractual, temporary, trainees) are covered. During the financial year, no complaints were received.

a.	Number of complaints filed during the financial year	NIL
b.	Number of complaints disposed off during the financial year	NA
c.	Number of complaints pending as on end of the financial year	NA

13. HOLDING. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT. 2013:

The Company does not have any holding, subsidiary, joint venture and associate companies as per The Companies Act, 2013.

14. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of The Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. Hence, there is no need to develop CSR policy and to take initiative thereon.

15. RISK MANAGEMENT:

The Company has framed a Risk Management Policy containing the elements of risks and implementation strategy to mitigate those risks. During the year, the risk management policy was reviewed by the management of the Company; to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and to provide an optimum risk reward tradeoff.

The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board of Directors. Presently, the composition of Risk Management Committee as required under Regulation 20 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

16. COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by the Regulators, the Board of Directors and the Companys Compliance Policy. The Audit Committee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines on a periodic basis. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units functions with the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in course of their activities and processes.

Non-Compliance observed during the year under review- The Company has received several Notices/Emails from BSE listing departments for noncompliance of SDD software, as per BSE website companys status is SDD noncompliant. The Company have updated SDD software and have entered all relevant data/entries in the software.

There was delay in reporting Related party transactions for half year ended 31st March 2024 and penalty was levied by Listing department of BSE and paid by the company for the said non- compliance.

17. AUDITORS:

Statutory Auditors

The Company has appointed M/s. MARK &Co, Chartered Accountants, Mumbai with Firm Registration Number 142902W as the Statutory Auditors of the Company for FY 2023-2024

The Companies Act, 2013 and any other applicable provisions of The Companies Act, 2013 and Rules made thereunder (including any statutory modifications and re-enactment thereof for the time being in force), has done away with the requirement of ratification of statutory auditors at every Annual General Meeting. There is no qualification or adverse remark in Auditors report. The observations of Statutory Auditor in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require any further explanation.

Secretarial Auditor

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Company have appointed Aparna Tripathi and Associates (Proprietor. Aparna Tripathi, FRN - S2023MH956300) , Practicing Company Secretary, Thane as a Secretarial Auditor, to conduct the secretarial audit for the financial year 2023-24. The Secretarial Audit Report in Form MR- 3 forms part of the Report on Corporate Governance. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her Report. The Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

Your Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Aparna Tripathi &

Associates (Proprietor - Aparna Tripathi), Secretarial Auditor for the financial year 2023-24 has been submitted to the stock exchange and forms part of the Report.

18. INSTANCES OF FRAUD. IF ANY. REPORTED BY THE AUDITORS. 2015:

There have been no instances reported by the Auditors to the Audit Committee or the Board under Section 143 (12) of The Companies Act, 2013.

19. DIRECTORS:

The composition of Board of Directors of the Company as on 31st March, 2024 are as under:

Sr. No	DIN	Name of Director	Category	Appointment	Cessation
1.	08224794	Sabu Thomas	Managing Director	28.08.2023	—
2.	02786224	Valath Sreenivasan Ranganathan	Executive Director	23.05.2022
3.	07586210	Asir Raja Selvan	Independent Director	11.08.2022	—
4.	09075302	Payal Bafna	Independent Director	23.05.2022	—
5.	09308801	Sonal Atal	Independent Director	23.05.2022	—
6	08242853	Mridula Mukundan	Managing Director	23.05.2022	14.08.2023

Directors liable to retire by rotation

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Sabu Thomas (DIN: 08224794 retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends all the resolutions placed before the members relating to appointment / reappointment of Directors for their approval.

Number of Board Meetings of the Board of Directors

The schedules of Board and Committee meetings are prepared and circulated in advance to the Directors. The details of the number of Board Meetings and meetings of various Committees are given in the Report on Corporate Governance. The intervening gap between the meetings was within the time period prescribed under The Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1) issued by The Institute of Company Secretaries of India and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year, 05 (Five) Board Meetings were convened and held. The details of which are given in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under The Companies Act, 2013.

Details of the attendance of the Directors at the Board meetings held during the financial year ended on 31st March, 2024 are as follows:

Name of the Director	DIN	Category	Number of Board Meetings		Attendance at the last AGM (29/09/2023)
			Held	Attended
Mridula Mukundan (Resigned wef, 14/08/2023)	08242853	Managing Director, Executive Director	05	01	NO
Valath Sreenivasan Ranqanathan	02786224	Executive Director	05	05	YES
AsirRaja Selvan	07586210	Non Executive Independent Director	05	05	YES
Payal Bafna	09075302	NonExecutive -	05	05	YES
		Woman Independent Director
Sonal Atal	09308801	Non Executive Independent Director	05	05	YES
Sabu Thomas (appointed w.e.f 28.08.2023)	08224794	Managing Director	05	03	YES

20. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

Your Directors make the following statements in terms of Section 134 of The Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them.

Pursuant to the requirement under Section 134 of The Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

i. In the preparation of the annual accounts for the Financial Year ended 31st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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 and loss of the Company for the year ended 31st March, 2024;

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the Financial Year ended 31st March, 2024 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

21. COMMITTEES OF THE BOARD:

The Board of Directors have the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Report on Corporate Governance.

22. KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of The Companies Act, 2013; following are the Key Managerial Personnel as on the financial year ended on 31st March, 2024.

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mrs. Mridula Mukundan (Resigned w.e.f. 14/08/2023)	Managing Director
2.	Mr. Sabu Thomas (appointed w.e.f. 28/08/2023)	Managing Director
4.	Anshuman Behra (Appointed on 23/05/2022) Resigned i.e. 30/06/2023)	Chief Financial Officer
5.	Chandra Prakash Singh (Appointed w.e.f. 27/08/2023)	Company Secretary and Compliance Officer
6.	Jagrati Suhalka (Appointed on 01/07/2022 Resigned wef 30/05/2023)	Company Secretary and Compliance Officer

23. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of The Companies Act, 2013; that they meet the criteria of independence as provided under Section 149(6) of The Companies Act, 2013 read with Regulation 16(l)(b) of The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board has also confirmed that they are not aware of any circumstances or situation which exist or may be reasonable anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.

The Board, after undertaking assessment and on examination of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:

• Mrs. Payal Bafna

• Mrs. Sonal Atal

• Mr. Asir Raja Selvan

24. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 30.01.2023 as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors.

• Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.

• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

25. ANNUAL EVALUATION BY THE BOARD:

The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors expressed their satisfaction with the evaluation process.

26. CODE OF CONDUCT:

The Company has laid down the rules for code of conduct for the Members of the Board and Senior Management Personnel of the Company. The code of conduct has also been posted on Companys website viz. www.ttienterprises.com. In compliance with this code, the Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended on 31st March, 2024. A declaration to this effect duly signed by the Chairman & Managing Director forms part of this Annual Report.

27. PARTICULARS OF LOANS. GUARANTEES. SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of Loans, Investments, Guarantees and Securities made during the financial year ended 31st March, 2024 as per the provisions of Section 186 of The Companies Act, 2013 and Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notes to the Financial Statements forming part of Annual Report.

28. CONTRACTS AND AGREEMENTS WITH RELATED PARTIES:

Your Company has adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and on arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on related party transactions.

During the financial year 2023-24; all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of The Companies Act, 2013 were in the ordinary course of business and on an arms length basis and has been approved by the Audit Committee of the Company.

During the financial year 2023-24; there are no materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 are not applicable to the Company.

30. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014:

Disclosures pertaining to remuneration and other details 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 have been annexed to this Boards Report as Annexure - B.

31. ANNUAL RETURN:

A copy of Annual Return as required under The Companies Act, 2013 has been placed on the Companys website viz. https://www.ttienterprises.com.

32. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of The Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are provided as part of the financial statements.

33. COST AUDIT AND COST RECORDS:

During the financial year 2023-24; the provisions of Section 148 of The Companies Act, 2013 are not applicable to the Company.

34. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for Directors and employees pursuant to the requirements of Section 177(9) of The Companies Act, 2013 and Regulation 22 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been communicated to the Directors and employees of the Company. The vigil mechanism policy / whistle blower policy is also posted on the website of the Company.

The whistle blower policy/vigil mechanism enables a director or an employee to report confidentially to the management, without fear of victimization, any unacceptable and/or unethical behavior, suspected or actual fraud, violation of the Companys code of conduct or ethics policy and instances of leak or suspected leak of unpublished price sensitive information which are detrimental to the organizations interest. It provides safeguards against victimization of directors/ employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

During the financial year under review, no such incidence was reported and no person was denied access to the Chairman of the Audit Committee. The policy of the whistle blower is posted on the companys website at www.ttienterprises.com.

35. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

During the financial year, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government from time to time.

36. STATUTORY DISCLOSURES:

A copy of audited financial statements of the Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the financial year 2023-24 is attached to the Balance Sheet.

37. PROHIBITION OF INSIDER TRADING:

As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Companys securities. During the year under review, there has been due compliance with the said code.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the companys operations forms part of this Annual Report as Annexure-C.

39. CORPORATE GOVERNANCE REPORT:

As per requirement of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from Practicing Company Secretary confirming compliances, forms an integral part of the report.

40. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulator, court, tribunal, statutory and quasi-judicial body impacting the going concern status of the Company and its future operations.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

41. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size and scale of its operations. The internal financial controls have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. These controls are adequate and operating effectively so as to ensure orderly and efficient conduct of business operations. During the year under review, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

42. CREDIT RATING:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31st March, 2024. Flence during the financial year; there was no requirement to obtain such Credit Ratings.

43. ACKNOWLEDGEMENTS:

Your directors place its gratitude and appreciation for the support and cooperation received from its members, business associates, The Reserve Bank of India, financial institutions and other various government authorities for their continued support extended to your Company during the year under review.

Your directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.

For TTI Enterprises Limited

SD/-	SD/-
Valath Sreenivasan Ranganathan	Sabu Thomas
Executive Director	Managing Director
DIN:02786224	DIN: 08224794
Place: Kolkata
Date: 31.08.2024