TO THE MEMBERS

Your directors have pleasure in presenting the 47^th (Forty Seventh) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2026.

1. FINANCIAL RESULTS

2. DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31st March, 2026.

3. REVIEW OF OPERATIONS

The financial year 2025-26 has been a year for building upon the value-added garment segment. The Company focused on brand building, increasing its advertisement budget by 186%. It also raised funds which helped it meet the growing working capital requirements due to building inventory, faster credit cycle to creditors for better terms, and reduced interest burden. Despite a dynamic and evolving economic environment marked by inflationary pressures, fluctuating input costs, and global uncertainties, the Company demonstrated resilience and adaptability across its operations.

During the year under review, the Company continued to focus on strengthening its core business segments, improving operational efficiencies, and enhancing customer satisfaction. The Company's emphasis on prudent financial management, cost optimization, and process improvements contributed positively to its overall performance.

The revenue from operations for the year 2025-26 stood at ' 19151.94 Lakhs as compared to ' 21443.15 Lakhs in the previous financial year 2024-25. The Company reported profit before tax of ' 350.59 Lakhs against a loss of ' (695.35) Lakhs in the previous financial year. Profit after exceptional item and tax was ' 41.82 Lakhs against ' 374.60 Lakhs in previous financial year. This performance was supported by improved capacity utilization, better product mix, and focused marketing initiatives.

The Company's new garment unit in Howrah region also started production and reached a capacity utilization of 60-70% by year end. It is expected to start contributing to the bottom line from this year.

The Company invested heavily in advertisement, expanding its distribution network and adopting digital tools to streamline operations. Continued investments in technology and innovation have enabled the Company to remain competitive and responsive to changing market demands.

Operationally, the Company maintained stable production levels while ensuring quality and compliance with regulatory standards. Efforts were made to optimize supply chain management and mitigate risks arising from raw material price volatility.

The Company strategically decided to move to higher margin products; hence focus is shifting higher value innerwear and casual/active wear segment. It also launched a complete line of premium innerwear under the "HiFlyer Brand"

The Company remains committed to sustainable growth and has taken steps toward improving environmental and social governance (ESG) practices. Initiatives related to energy efficiency, waste reduction, and responsible sourcing were further strengthened during the year. The Company installed solar capacities in its both manufacturing facilities in Avinashi and Kolkata.

Management is committed to strengthen its branded business and invest in same, even at the cost of shortterm pain to strengthen its roots and parallelly built garment exports (grew by 58.17 % in the year) as a great opportunity knocks the industry due to FTAs with UK, EU, UAE, New Zealand, Oman, Australia. The USA penal tariff issue, stopped the Company from building USA market but now things are settled down and it is hopeful that once West Asia war is over will see fast growth of Indian Apparel Exports. Brand TT was launched in Gulf region and Nepal during the year which should see turnover coming in the next year.

4. FUTURE OUTLOOK

The outlook for TT Limited remains highly optimistic as the Company enters a new phase of strategic growth following a comprehensive business transformation aligned with its Vision 2030 roadmap.

The Company has successfully repositioned itself from a volume-driven textile player to a value-focused, brand-led organisation, with a clear emphasis on branded garments, value-added products, and export- oriented growth. This strategic shift is expected to drive sustainable profitability and long-term value creation.

Going forward, the Company aims to rebuild and significantly scale its top line through aggressive expansion across domestic and international markets. The domestic business is expected to witness strong growth driven by deeper penetration of the Company's brands in innerwear, casual wear, and active wear segments across traditional retail, modern trade, and e-commerce platforms.

The export segment is poised to emerge as a key growth driver, supported by favorable global trade dynamics, including Free Trade Agreements with key markets and India's increasing competitiveness in man-made fibre (MMF) textiles. The Company's strengthened sourcing capabilities and focus on MMF-based products are expected to further enhance its global positioning.

The newly commissioned garment manufacturing facility in Howrah is expected to stabilize and contribute meaningfully to operational performance in the coming periods. Additionally, the Company is exploring expansion opportunities within textile clusters such as PM MITRA Parks, which will provide scale efficiencies and ecosystem advantages.

The Company also plans to diversify into allied segments such as packaging solutions, with the establishment of a corrugated carton manufacturing unit, creating additional revenue streams and margin expansion opportunities.

With a strengthened balance sheet, reduced debt levels, and improved financial flexibility, the Company is well-positioned to invest in growth initiatives, innovation, and strategic partnerships. The management also intends to explore opportunities in new-age ventures and technology-driven platforms to stay ahead of industry trends.

Furthermore, supportive government policies, including Production Linked Incentive (PLI) schemes, rationalized labour laws, and removal of certain regulatory constraints, are expected to provide a conducive environment for sustained growth in the textile and apparel sector.

Overall, the Company is confident of achieving consistent double-digit growth in the medium to long term and remains committed to executing its Vision 2030 strategy with discipline, agility, and a strong focus on shareholder value.

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 Auditor's Certificate on its compliance is annexed to this report. (Annexure D)

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sh. Hardik Jain, Director (DIN: 09585969) and Mrs. Jyoti Jain, Director (DIN: 01736336) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself/herself for reappointment.

Mr. Puneet Vijay Bothra and Mr. Rahul Jain, Independent Directors of the Company, are due to complete their present term on 20th October, 2026.

Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board is of the opinion that Mr. Puneet Vijay Bothra possesses integrity, expertise and experience and fulfils the conditions specified under Section 149(6) of the Companies Act, 2013 and the Rules made thereunder, read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, the Board has recommended the re-appointment of Mr. Puneet Vijay Bothra as an Independent Director of the Company for a second term of 5 (Five) consecutive years commencing from 21st October, 2026, subject to the approval of the Members by way of Special Resolution at the ensuing Annual General Meeting.

Mr. Rahul Jain shall not be re-appointed as an Independent Director upon completion of his present term due to his unwillingness to continue as director of the Company. The Board places on record its appreciation for the valuable guidance and contributions made by him during his tenure as an Independent Director of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity.

Further, the Board of Directors at its meeting held on 21st May, 2026 appointed Mr. Sanjay Kumar Sharma as an Additional Director in the category of Independent Director, subject to approval of the Members at the ensuing Annual General Meeting.

The Company has received necessary declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 relating to inclusion of their names in the data bank of Independent Directors.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same in terms of Regulation 25 of the SEBI Listing Regulations.

8. KEY MANAGERIAL PERSONNEL

Following are the Key Managerial personnel of the Company as on 31st March, 2026:

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

The 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 reenactments) 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 recommendedthe same to the Board.

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

11. BOARD OF DIRECTORS MEETING

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

12. DIRECTORS RESPONSIBILITY STATEMENT

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 companyat 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 sufficient care for the maintenance of adequate accounting records inaccordance 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. 2025-26.

13. EVALUATION OF BOARD AND COMMITTEES AND DIRECTORS' PERFORMANCE

Pursuant to the provisions of the Company's Act. 2013 and Regulation 17(10) of the SEBI (LODR), 2015,the 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 2025-26.

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. CHANGES IN CAPITAL STRUCTURE

During the financial year 2025-26, the capital structure of the Company was changed pursuant to the Rights Issue made in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Pursuant to the said Rights Issue, the Company allotted 3,33,30,444 Equity Shares of face value Re. 1/- each at an issue price of Rs. 12/- per Equity Share, including a premium of Rs. 11/- per Equity Share, aggregating to Rs. 40,00,00,000/-. The proceeds of the Rights Issue are being utilized for the objects stated in the Letter of Offer.

Consequent to the aforesaid allotment, the paid-up equity shares capital of the Company increased from Rs. 22,49,80,500/- to Rs. 25,83,10,944/-.

15. 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 Company's website www.ttlimited.co.in

16. AUDIT COMMITTEE DISCLOSURES

A. Composition

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 ShriAnkit Gulgulia, Independent Director, Shri Sanjay Kumar Sharma, Independent Director, Shri Brijmohan Sharma, Independent Director, Shri Puneet Vijay Bothra, 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 Company's website at the link: https://tttextiles.com/investor/company-policies/

17. 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 levelof 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.

17. CORPORATE SOCIAL RESPONSIBILITY

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 2025-26 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 Company's website at the link: https://tttextiles.com/investor/company-policies/

The Annual Report on CSR activities is annexed herewith as Annexure B.

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:

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

S Establish an effective system of risk identification, analysis and treatment S Make informed decisions.

S Avoid exposure to significant reputational or financial loss;

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

S 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 Company's 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 AND PROTECTION 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 31^st MARCH, 2026

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 2025-26, the Company has entered into financial transactions, in the ordinary course of business and on an arm's 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 Company's 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, 2026 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 (s) thereof for the time being in force) the Members of the 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 Auditor's Report on the Accounts of the Companyfor the Financial year ended on 31^st March 2026. The Auditor's report is self-explanatory and requires no comments.

b. Secretarial Auditor

M/s DMK Associates, Company Secretaries in Practice, were appointed as Secretarial Auditors of the Company, and their appointment has been approved by the Members for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30

The Secretarial Auditors have submitted their Secretarial Audit Report in Form MR-3 for the Financial Year ended March 31, 2026, as required under Section 204 of the Companies Act, 2013. The said Report forms part of this Board's Report and is annexed herewith as Annexure-C.

The Secretarial Audit Report contains certain observations/qualifications. The observations of the Secretarial Auditors and the Management's explanations thereon are set out below:

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.Satus of Report is as under: -

30. SECRETARIAL STANDARDS

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

31. MATERNITY BENEFIT

The provisions of the Maternity Benefit Act, 1961 are applicable to the Company. The Company has complied with the applicable provisions of the Act during the financial year under review. No case requiring payment of maternity benefit arose during the year.

32. 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.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's 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 financial year of the Company i.e., March 31, 2026, 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, 2026.

g. During the year under review no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016(IBC).

h. The provisions relating to maintenance of cost records under Section 148(1) of the Companies Act, 2013 are not applicable to the Company during the year under review.

i. The Company has not entered into any one-time settlement with any Bank or Financial Institution during the year under review and hence, the disclosure relating to difference in valuation is not applicable.

j. The Company does not propose to transfer any amount to reserves for the financial year ended 31st March, 2026

33. ACKNOWLEDGEMENT

Your directors place on records 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.