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TTL Enterprises Ltd Directors Report

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TTL Enterprises Ltd Share Price directors Report

To,

The Members,

M/s TTL ENTERPRISES LIMITED

(Formally Known as Trupti Twisters Limited) (CIN: L17119GJ1988PLC096379)

Your directors take pleasure in presenting the 37th Annual Report on the business & operation of your Company together with Financial Statement for the year ended 31st March, 2025

FINANCIAL PERFORMANCE (In Rupees)

PARTICULARS Current Year 2024-25 Previous Year 2023-24
Total Revenue 28,39,38,226 38,47,85,822
Expenditure (28,14,93,236) (38,31,47,474)
Profit/Loss before Exceptional items 24,44,990 16,38,348
Exceptional Items 00 00
Profit/Loss before Extraordinary Items 24,44,990 16,38,348
Extraordinary Items 00 33,37,754
Profit/Loss before Tax 24,44,990 49,76,102
Provision for Taxation 00 00
Income Tax (1,13,806) (14,57,858)
Deferred Tax 0 0
Profit/(Loss) after Tax 23,31,184 35,18,244

1. PERFORMANCE:

Company is engaged into the wholesale trading of Agriculture Commodities. Your company earned a total Revenue of Rs. 28,39,38,226/- during the FY 2024-25 in compared of Rs. 38,47,85,822 during the FY 2023-24. Company has earned a net profit after tax of Rs. 23,31,184/- as compared to net profit after tax of Rs. 35,18,244 of previous year.

2. TRANSFER TO GENERAL RESERVE The Company has not transferred any amount to General Reserves for the financial year 2024-25.

3. DIVIDEND:

In order to conserve the resources, the Board of Director of the Company do not recommend payment of dividend for the year ended 31st March,2025.

4. SHARE CAPITAL:

At present, the Company has only one class of shares equity shares with face value of 10/- each. The authorized share capital of the company is Rs. 3,50,00,000/- divided into 35,00,000 equity shares of Rs. 10/- each. The paid-up share capital of the company is Rs. 6,96,000/- divided into 69,600 equity shares of Rs. 10/- each.

5. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the "Annexure I" attached hereto and forms part of this Report.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

8. RECLASSIFICATION FROM ‘PROMOTER AND PROMOTER GROUP CATEGORY TO ‘PUBLIC SHAREHOLDER CATEGORY:

The company received reclassification request from Ardent Ventures LLP from the Promoter Group category to the Public category as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by 21st November ,2024.The Intimation for the same has filed by the Company to the BSE Stock Exchange on timely manner and the same was approved by the Board dated 9th January ,2025, and the Company has filed Reclassification application with BSE Limited on 13th January 2025 and is currently awaiting formal approval. The name of Ardent Ventures LLP appears under the Promoter Group with zero shareholding in the current quarter due to the aforementioned reclassification request. Previously, Ardent Ventures LLP held 19,600 shares categorized under the Promoter Group. Upon submission of the reclassification request, their shareholding is now reflected under the Public category. The case has been rejected by the stock exchange, as per their last query there is outstanding dues (annual listing fees) to be paid by the Company but the Company has paid the fees on time and the Company has asked for the clarifications through emails to their team, we have not received any reply till date. The Company is still waiting for their approval.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: As on 31st March, 2025, the Company does not have any subsidiaries and joint ventures.

Company has following Sister Concern Companies as on 31.03.2025.

Rajgor Proteins Limited

Rajgor Industries Private Limited

Rajgor Agro Limited

Rajgor Castor Derivatives Limited

Exaoil Refinery Limited

Rajgor Logistics Private Limited

Rajgor Enterprises Private Limited

11. CHANGES IN MEMORANDUM During the Financial Year 2024-25, the company has not done any amendment in Memorandum of Association (MOA).

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY: Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

13. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 10(Ten) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under. Details of Board and Board committee meetings held during the year are given as under: Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

? Composition of the Board of Directors

The Companys policy is to maintain optimum combination of Executive and Non-Executive Directors Pursuant Regulation 17 of SEBI (LODR) Regulations, 2015. The composition of the Board and category of Directors are as follows:

NAME OF DIRECTOR DESIGNATION
BRIJESHKUMAR VASANTLAL RAJGOR EXECUTIVE DIRECTOR & CFO
VASANTKUMAR SHANKARLAL RAJGOR MANAGING DIRECTOR
BHAGYASHRI BRIJESHKUMAR RAJGOR NON-EXECUTIVE & NON-INDEPENDENT DIRECTOR
PARTH ASHVINKUMAR PATEL NON-EXECUTIVE INDEPENDENT DIRECTOR (Resigned w.e.f. 7th October, 2024)
SHIVANGI GAJJAR NON-EXECUTIVE INDEPENDENT DIRECTOR (Resigned w.e.f. 2nd October, 2024)
SHAGUN RATHI COMPANY SECRETARY & COMPLIANCE OFFICER (resigned w.e.f. 14th August 2024)
AMRUTBHAI PUNJABHAI DESAI NON-EXECUTIVE INDEPENDENT DIRECTOR (Appointed w.e.f. 9th January, 2025)
ARZOO RAGHUBHAI RABARI NON-EXECUTIVE INDEPENDENT DIRECTOR (Appointed w.e.f. 9th January, 2025)
RACHNA GUPTA COMPANY SECRETARY & COMPLIANCE OFFICER (resigned w.e.f. 9th January, 2025)

? Number of Board Meetings and Attendance of Directors:

During the financial year 2024-25, 10 (Ten) Board Meetings were held on 30.05.2024, 14.08.2024, 03.09.2024, 04.09.2024, 05.10.2024, 08.10.2024, 14.11.2024, 09.01.2025, 13.02.2025, 04.03.2025. Board meeting dates are finalized in consultation with all the directors and agenda papers with detailed notes and other background information, which are essential for the Board to effectively and reasonably perform their duties and functions, are circulated well in advance before the meeting thereby enabling the Board to take informed decisions.

The composition of Directors and the attendance at the Board Meeting during the year 2024-2025 and last Annual General Meeting are as under:

Name of director No. of Board Meetings Attended Attendance at last AGM
Brijeshkumar Vasantlal Rajgor 10 Yes
Bhagyashri Brijeshkumar Rajgor 10 Yes
Vasantkumar Shankarlal Rajgor 10 Yes
Shivangi Bipinchandra Gajjar (Resigned w.e.f. 2nd October, 2024) 4 Yes
Parth Ashvinkumar Patel (Resigned w.e.f. 7th October, 2024) 5 Yes
Amrutbhai Punjabhai Desai (Appointed w.e.f. 9th January, 2025) 3 No
Arzoo Raghubhai Rabari (Appointed w.e.f. 9th January, 2025) 3 No

14. WEB ADDRESS OF ANNUAL RETURN: Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2025, on its website at www.ttlent.com.

15. INSURANCE: The Company does not have any properties to be insured.

16. RELATED PARTY TRANSACTIONS: During the year transaction with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 annexed herewith in Form AOC-2 as Annexure II. The Board has formulated Policy on Related Party Transactions. Related Party Transaction Policy available on www.ttlent.com.

17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL: The Board of Directors of your company has proper mix of the Non-executive Directors and Independent Directors who have adequate experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Brijeshkumar Vasantlal Rajgor [DIN: 08156363] retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

Mr. Vasantkumar Shankarlal Rajgor has been appointed as Managing Director for a term of 3 years from 2nd September, 2023 to 1st September, 2026. As per the provisions of Section 196 of the Companies Act, 2013, no re-appointment shall be made earlier than one year before the expiry of his term. Hence, his re-appointment is proposed at the ensuing Annual General meeting.

SR NO NAME OF DIRECTOR/KMP DESIGNATION APPOINTMENT/ CHANGE IN DESIGNATION/ CESSATION DATE
1. Shagun Rathi Cs Cessation 14/08/2024
2. Shivangi Bipinchandra Gajjar Independent Director Cessation 02/10/2024
3. Parth Ashvinkumar Patel Independent Director Cessation 07/10/2024
4. Amrutbhai Punjabhai Desai Independent Director Appointment 09/01/2025
5. Arzoo Raghubhai Rabari Independent Director Appointment 09/01/2025
6. Rachna Gupta CS Appointment 09/01/2025

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Both 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 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Company has obtained a certificate from M/s Dharti Patel & Associates, Practising Company Secretary, Ahmedabad stating that none of the Directors on the board of the Company have been debarred /disqualified from being appointed /continuing as directors of any Company by the SEBI and Ministry of Corporate Affairs or any such Statutory Authority under Annexure -V

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS: Pursuant to the provisions of the Act and Regulation 17(10) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the independent directors.

Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria: (a) For Independent Directors: - Knowledge and Skills - Professional conduct - Duties, Role and functions

(b) For Executive Directors: - Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Key set Goals and achievements - Professional Conduct, Integrity - Sharing of Information with the Board The Directors expressed their satisfaction with the evaluation process.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS: The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

20. MANAGERIAL REMUNERATION

The Company had paid remuneration to Executive Directors or any sitting fees to Non-Executives Directors for attending any meetings during the financial year ended 31st March, 2025.

21. DECLARATION BY INDEPENDENT DIRECTORS: The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (LODR).

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iii) (a) of the Companies (Accounts) Rules, 2014.

22. COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its committees and also formed a Nomination and Remuneration Committee.

There are currently Three Committees of the Board, as follows:? Audit Committee? Nomination and Remuneration Committee? Stakeholders Relationship Committee

As per the requirement of the Companies Act, 2013 read with Rules and Regulations of SEBI (LODR) Regulations, 2015, various Board committees have been formed for better governance and accountability viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

The terms of reference of each committee are determined by the Board as per the requirement of law and their relevance is reviewed from time to time.

A. AUDIT COMMITTEE:

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in fulfilling the Boards responsibilities, an Audit Committee had been constituted by the Board. The terms of reference of this committee covers matters specified under Regulation read with Regulation 18 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013 and other matters referred by the Board from time to time. Committee lays emphasis on adequate disclosures and compliance with all relevant statues.

Main areas are deliberated as under.

a. To provide an open avenue of communication between the independent auditors, internal auditors and the Board of Directors (BOD). b. To oversee the work of the independent auditors for the purpose of preparing or issuing an audit report or related work. c. Relying on the review and discussions with the management and the independent auditor, the Audit Committee believes that the Companys financial statements are fairly presented in conformity with Generally Accepted Accounting Principles in all material aspects. d. To consider and review the adequacy of internal control including computerized information system controls a periodically to the Board of Directors on significant activities.

The Constitution of the committee and the attendance of each member of the committee is given below:

The Committee comprises of Four Directors. All members of the Audit Committee are financially literate. In the financial year 2024-25, Four (4) meetings were held on 30.05.2024, 14.08.2024, 14.11.2024, 13.02.2025.

Composition of committee as on 31st March, 2025 as under.

Name Designation Category
Mr. Amrutbhai Desai Chairman Independent Director
Ms. Arzoo Rabari Member Independent Director
Mrs. Bhagyashri Rajgor Member Non-Executive Director
Mr. Brijeshkumar Rajgor Member Executive Director

B. NOMINATION AND REMUNERATION COMMITTEE:

Terms of reference of the committee comprise various matters provided under Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and section 178 of the Companies Act, 2013, and other matters referred by the Board from time to time. The Committee comprises of Three Directors.

Composition of committee as on 31st March, 2025 as under:

Name Designation Category
Ms. Arzoo Rabari Chairman Independent Director
Mr. Amrutbhai Desai Member Independent Director
Mrs. Bhagyashri Rajgor Member Non-Executive Director

In the financial year 2024-25, Two (2) meetings were held as on 04.09.2024 and 09.01.2025

C. STAKEHOLDERS RELATIONSHIP COMMITTEE: Stakeholders Relationship Committee performs various functions provided under Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and section 178 of the Companies Act, 2013. The Committee comprises of Three Directors out of which two is independent.

Composition of committee as on 31st March, 2025 as under:

Name Designation Category
Mrs. Bhagyashri Rajgor Chairman Non-Executive Director
Mr. Amrutbhai Desai Member Independent Director
Ms. Arzoo Rabari Member Independent Director

In the financial year 2024-25, Four (4) meetings were held as on 12.04.2024, 15.07.2024, 12.10.2024 and 13.01.2025.

23. AUDITORS:

A. Statutory Auditors M/s. V S S B & Associates., Chartered Accountants (Firm Registration No.121356W) Ahmedabad were appointed as Statutory Auditors of the Company as per the terms of Five years by the Members at the 35th Annual General Meeting held on 30th September,2023 and they hold office up to the conclusion of the Annual General Meeting to be conducted in 2028.Accordingly they continue to be the Statutory Auditors of the Company.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Dharti Patel & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure VI.

There is no qualification, reservation or adverse remark in the report.

C. Internal Auditors As per Section 138 of the Company Act, 2013 read with rules made there under, the Company has appointed an Internal Auditor M/s R. B Tanna & Co., Ahmedabad who reports to the Audit Committee. Internal Auditor submits their report to the Audit Committee on quarterly basis for their reviews and suggestion for necessary action.

24.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK: The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

25.

RISK MANAGEMENT: Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY: In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct.

27. 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 requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

28. DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. The directors had 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 31st March, 2025 and of the profit and loss of the company for that period; iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. The directors had prepared the annual accounts on a going concern basis; and v. 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. vi. 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.

29. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies: a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year; b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

30. INSOLVENCY AND BANKRUPTCY CODE: There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

31. MAINENTANCE OF COST RECORD: The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

32. INDUSTRIAL RELATIONS: The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

33. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business Responsibility Report is to be given only by top 1000 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2025.

34. CORPORATE GOVERNANCE CERTIFICATE: The Non-Applicability of Corporate Governance Certificate from the Director as stipulated in SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith attached in

Annexure-IV.

35. LISTING: Shares of the company are listed on BSE Limited.

36. VOLUNTARY DELISTING UNDER AHMEDABAD STOCK EXCHANGE: Company was Voluntary Delisted under Ahmedabad Stock Exchange (ASE) w.e.f 30th June, 2016.

37. FAMILIARISATION PROGRAMME:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme imparted to Independent Directors are available on the Companys official website

38. PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Report is attached herewith as Annexure-III.

39. CORPORATE SOCIAL RESPONSIBILITY: Company was not required to formulate policy on Corporate Social Responsibility as your company is not falling with the provisions of Section 135 of Companies Act, 2013.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

Your Company is fully committed to uphold and maintain the dignity of every woman working with the Company. Your Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of ‘Sexual Harassment at workplace. Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Complaint Committee ("ICC") for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution.

41. REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW:

The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

42. GENERAL SHAREHOLDER INFORMATION:

Date, Time and Venue of AGM: Tuesday, 30th September, 2025 at 10:30 AM at Office
1118, Fortune Business Hub, Nr. Satyamev Elysiym,
Science City Road, Sola, Ahmedabad-380060
Book Closure From 24th September, 2025 to 30th September, 2025
Financial Year 1st April, 2024 to 31st March, 2025
Listing of shares with Stock Exchanges BSE Limited
Stock Code: BSE Script code: 514236
ISIN No. INE664X01025
Registrars and Share Transfer Agent Skyline Financial Service Private Limited
D-153/A, 1st Floor, Okhla Industrial area, Phase-1, New
Delhi -110 020

ADDITIONAL INFORMATION TO SHAREHOLDERS A.

Annual General Meeting: Date:30th September, 2025

Time: 10:30 A.M.

B. Calendar of Financial Year ended 31st March, 2025

The meetings of Board of Directors for approval of quarterly financial results during the Financial Year ended 31st March, 2025 were held on the following dates:

First Quarter Results: 14th August,2024

Second Quarter and Half Yearly Results:14th November,2024 Third Quarter Results: 13th February,2025 Fourth Quarter and Annual Results: 30th May,2025 C. Tentative Calendar for financial year ending 31st March, 2026

Unaudited Results for the quarter ended 30/06/2025 Third week of August,2025
Unaudited Results for the quarter ended 30/09/2025 Second Week of November,2025
Unaudited Results for the last quarter ended 31/12/2025 Second Week of February 2026
Audited Results for the quarter ended 31/03/2026 Fourth Week of May 2026

D. Date of Book Closure 24th September, 2025 to 30th September, 2025 (both days inclusive) for Annual General Meeting.

E. Regd. Office Office No. 1118, Fortune Business Hub, Nr. Satyamev Elysium, Science City Road, Sola, Ahmedabad-380060 F. Equity shares of the Company are listed on BSE Limited Stock Exchange.

Scrip Code: -514236 (BSE), Scrip ID: TTLEL, ISIN: INE664X01025

G. SHARE TRANSFER SYSTEM:

The applications for transfers, transmission and transposition are received by the Company at its Registered Office address or at M/s. Skyline Financial Service Private Limited, Registrar and Transfer Agents of the Company. As the Companys shares are currently traded in demat form, the transfers are processed and approved by NSDL/CDSL in the electronic form through its Depository Participants having ISIN No: INE664X01025. The Registrar & Share Transfer Agent on a regular basis processes the physical transfers and the share certificates are being sent to the respective transferees.

H.Shareholding pattern as on 31-03-2025 is as given below:

No. Shares holding
1 Promoters 0* 0
2 Persons acting in Concert -- --
3 Mutual Funds, UTI, Banks, Financial Institutions, Insurance Companies Central /State Govt., Government institutions -- --
4 FIIs -- --
5 NRIs 4,694 6.74
6 Bodies Corporate
7 HUF 19660 606 28.25 0.87
8 Others 44640 64.14
Grand Total 69,600 100.00

*The company received reclassification request from Ardent Ventures LLP from the Promoter Group category to the Public category as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by 21st November ,2024.The Intimation for the same has filed by the Company to the Bse Stock Exchange on timely manner and the same was approved by the Board dated 9th January ,2025, and the Company has filed Reclassification application with BSE Limited on 13th January 2025 and is currently awaiting formal approval. The name of Ardent Ventures LLP appears under the Promoter Group with zero shareholding in the current quarter due to the aforementioned reclassification request. Previously, Ardent Ventures LLP held 19,600 shares categorized under the Promoter Group. Upon submission of the reclassification request, their shareholding is now reflected under the Public category, pending Regulatory approval.

I. Dematerialization of Shares and liquidity

The shares of the company are permitted for demat on NSDL and CDSL

Issued, Subscribed and Paid-up Capital as on March 31, 2025: 69,600

A. Electronic Holding in NSDL : 132
B. Electronic Holding in CDSL : 19640
C. Physical Holding : 49,828

J. Outstanding GDRs / ADRs / Warrants or Conversion instruments, Conversion date and like impact on equity- Not applicable K.Investors correspondence:

For Registered Office Address: Office No. 1118, Fortune Business Hub, Nr. Satyamev Elysium, Science City Road, Sola, Ahmedabad-380060.

(Email): truptitwister@gmail.com (Mobile No.) +91- 9998952293,

For transfer / dematerialization of shares, Change of Address, Change in Status of investors, payment of dividend on shares and other query relating to the shares of the Company: SKYLINE Financial Service Pvt Ltd, D-153/A, 1st Floor, Okhla Industrial area, Phase-1, New Delhi -110 020

L. DIVIDEND: To conserve resources, your directors have not recommended any divided-on equity shares for the year ended 31st March, 2025.

M.INVESTORS RELATION SECTION:

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

SMART ODR

Investors grievances/queries may be addressed to the: M/s TTL Enterprises Limited

Office No. 1118, Fortune Business Hub, Nr. Satyamev Elysiym, Science City Road, Sola, Ahmedabad-380060 Phone: +91 9998952293 E-mail: truptitwister@gmail.com Website: www.ttlent.com

N.

NOMINATION FACILITY:

Section 72 of the Companies Act, 2013 facilitates shareholders to make nominations in respect of shares held by them, Shareholders holding shares in physical form who are desirous of making a nomination are requested to send their requests in prescribed Form No. SH-13 to the Companys Registrar and Share Transfer Agent. Shareholders holding shares in electronic form are requested to give their nomination request to their respective Depository Participants directly. Form No. SH-13 can be obtained from the Companys Registrar and Share Transfer Agent.

O. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

As stipulated by SEBI, a qualified practicing Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. This audit is carried out every quarter and the report thereon are submitted to the Listed Stock Exchanges. The audit confirms that the total listed and paid-up capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and the total number of shares in physical form.

43. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support

For TTL Enterprises Limited
(Formerly Known as Trupti Twisters Limited)
Sd/- Sd/-
Vasantkumar Shankarlal Rajgor Brijeshkumar V. Rajgor Director
Managing Director DIN: 08745707 DIN: 08156363
Date: 4th September, 2025
Place: Ahmedabad, Gujarat

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