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

1. COMPANY OVERVIEW:

TTI Enterprise Limited is a public limited company incorporated on 12^th 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:

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3. OPERATIONS/STATE OF COMPANY'S AFFAIRS:

The profit before depreciation and tax during the year is ? 29.51 Lakhs against
loss before depreciation & tax was ? (4.08) Lakhs in previous year. The profit
after tax is ? 22.64 against the loss after tax is ? (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 Company's 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 COMPANY'S 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 31^st March, 2024 was ?
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 31^st 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.

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 Company's 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 non¬
compliance of SDD software, as per BSE website company's status is SDD non¬
compliant. 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 31^st
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 Auditor's
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 31^st March, 2024
are as under:

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 / re¬
appointment 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 31^st March, 2024 are as follows:

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
31^st 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 31^st 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 31^st 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 31^st March, 2024.

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 Company's 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 31^st 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 31^st 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 arm's
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 Board's Report as Annexure - B.

31. ANNUAL RETURN:

A copy of Annual Return as required under The Companies Act, 2013 has been
placed on the Company's 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 Company's code of conduct or ethics policy and instances of leak or
suspected leak of unpublished price sensitive information which are detrimental
to the organization's 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 company's 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.

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 Company's 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 company's 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 31^st 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 co¬
operation 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

Valath Sreenivasan Ranganathan Sabu Thomas

Executive Director Managing Director

DIN: 02786224 DIN: 08224794

Place: Kolkata
Date: 31.08.2024