T T Ltd — Proxy Solicitation & Information Statement 2023

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TTL/SEC/2023-24

24[th] May, 2023

M/s National Stock Exchange of India Ltd.“ Bombay Stock Exchange Limited Exchange Plaza” Floor 35, P.J.Towers Plot No. C/1, G Block Dalal Street Bandra Kurla Complex Mumbai-400001 Bandra (E), Mumbai-400051 Fax-022-22722061/41/39/37 Ph.: 022-26598100-8114 Scrip Code: TTL Scrip Code : 514142

Dear Sir/Madam,

Sub: Postal Ballot Notice

Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 we are enclosing herewith a copy of Postal Ballot notice dated 17[th] May, 2023 as sent to the members in their registered email address, seeking approval for the following special business as set out in the said postal ballot Notice.

1. For Sale, Transfer, and dispose-off Company’s Textile Unit situated at Gajraula, Uttar Pradesh

The Company has engaged the services of CDSL for the purpose of providing e-voting facility to all its members. The remote e-voting period commences from 09:00 A.M. (IST) on Friday May 26, 2023 and ends at 05:00 P.M. (IST) on Saturday, June 24, 2023.The instructions for E-voting are mentioned in the notice attached.

The said information is also being made available on the website of the Company i.e. www.ttlilited.co.in

You are requested to take the above on record.

Thanking You, Yours Sincerely

For TT Limited

Digitally signed PANKAJ by PANKAJ MISHRA MISHRA Date: 2023.05.24 15:33:35 +05'30'

Pankaj Mishra Company Secretary & Compliance Officer

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T. T. Limited

CIN : L18101DL1978PLC009241 879, Master Prithvi Nath Marg, Karol Bagh, New Delhi-110005 0091 11 45060708 1800 1035 681 [email protected] www.ttlimited.co.in

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Postal Ballot Notice

Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

NOTICE is hereby given that pursuant to section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 , Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, Circular No.10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 08, 2021, Circular No. 03/2022 dated May 05, 2022 and Circular No. 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 and the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘ SS2’ ), each as amended and other applicable provisions of the Act, rules, circulars and notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), the Company hereby seeks your approval through Postal Ballot by way of electronic voting (‘E-voting’) only, to transact the following special businesses.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The Company has engaged Central Depository Services (India) Ltd (‘CDSL’), to provide remote electronic voting facility to its members. The hard copy of this Postal Ballot Notice along with the relevant Forms and pre-paid business envelope will not be sent to the Members. Members are required to communicate their assent or dissent through the remote e-voting system only. The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.

Pursuant to Sections 102, 108 and 110 of the Act, the resolution proposed to be passed by way of Postal Ballot and the Explanatory Statement setting out the material facts concerning the said resolution and the reasons thereof, are annexed hereto for consideration of the Members.

The Board has appointed Deepak Kukreja & Associates, Company Secretary in Practice, (FCS No. 4140, CP No. 8265), as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.

The remote e-voting period commences from 09:00 A.M. (IST) on Friday May 26, 2023 and ends at 05:00 P.M. (IST) on Saturday, June 24, 2023, failing which it will be strictly considered that no reply has been received from the Member.

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The Members are requested to carefully read the instructions indicated in the Notice for casting of votes electronically and record their assent (for) or dissent (against) through remote e-voting facility. The Scrutinizer will submit his report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced within 2 working days from the conclusion of the e-voting. The Notice of the Postal Ballot and result of the Postal Ballot along with the Scrutinizer’s Report shall be hosted on the website of the Company(www.ttlimited. co.in), BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are presently listed and CDSL.

PROPOSED SPECIAL RESOLUTION

1. For Sale, Transfer, and dispose-off Company’s Textile Unit situated at Gajraula, Uttar Pradesh To consider and if though fit, to pass the following resolution as Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and subject to other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re-enactment thereof for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the provisions of the listing agreement entered into by the Company with the Stock Exchanges where the shares of the Company are listed, and such other approvals, consents and permissions being obtained from the appropriate authorities including the Company’s bankers to the extent applicable and necessary, the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred as the “Board” which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute from time to time to exercise its powers including the power conferred by this resolution), to sell, transfer and dispose-off Company’s Textile unit situated at 109-10 KM Stone, National highway No. 24 Delhi – Moradabad Road, Gajraula – 244235 (U.P.) ("Undertaking") together with all specified tangible and intangible assets including land, Factory Building and all Plant & Machinery, Electrical and other equipment’s etc (except spares, store), on “as is where is basis” or in any other manner as the Board may deem fit in the interest of the Company and on such terms and conditions as may be deemed fit by the Board.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized and empowered to finalise and execute necessary documents including but not limited to definitive agreements, deeds of assignment / conveyance and other ancillary documents, with effect from such date and in such manner as may be decided by the Board and to do all such other acts, deeds, matters and things as they may deem necessary and/or expedient to give effect to the above Resolution including without limitation, to settle any questions, difficulties or doubts that may arise in regard to sale and transfer of the Assets/ Undertaking as they may in their absolute discretion deem fit.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate all or any of the powers herein conferred, to any Committee of Directors or any one or more Directors of the Company with power to delegate to any Officers of the Company, with authorities as required, affixing the Common Seal of the Company on agreements/documents, arranging delivery and execution of contracts, deeds, agreements and instruments.”

By Order of the Board of Directors For T T Limited Sd/Pankaj Mishra Place: New Delhi Company Secretary Date: 17.05.2023

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Notes: -

1. The explanatory statement pursuant to Section 102 read with Section 110 of the Act stating all material facts and the reason/rationale for the proposal is annexed herewith.

2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members/ List of Beneficial Owners received from the Depositories as on Friday, 19[th] May, 2023 (“Cut-Off Date”) i.e. date for the purpose of reckoning the voting rights and sending the Notice and whose e-mail address is registered with the Company/ Depositories. Any recipient of the Postal Ballot Notice who was not a Member of the Company as on the cut-off date should treat this Postal Ballot Notice for information purpose only.

Therefore, those Members, whose email address is not registered with the Company or with their respective Depository Participant/s, and who wish to receive the Notice of Postal Ballot and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:-

• a. For Members holding shares in physical form, are requested to register/ update their email addresses with details of folio number and attaching a self-attested copy of PAN card by writing to the RTA,

M/s Beetal Financial & Computer Services (P) Ltd Beetal House, 3rd Floor 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir,New Delhi- 110062 Phone- 011-29961281-283, 26051061, 26051064 Email –[email protected]

• b. For the Members holding shares in demat form, please update your email address through your respective Depository Participant/s.

• In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.

• Voting rights of a Member/ Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

• Resolutions, if passed by the Members through postal ballot will be deemed to have been duly passed on the last date specified for the e-voting 1.e . 24[th] June, 2023 in terms of Secretarial Standard — 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India.

• Resolutions passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

• The Company has engaged the services of CDSL as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.

• The e-voting period commences 09:00 A.M. (IST) on Friday May 26, 2023 and ends at 05:00 P.M. (IST) on Saturday, June 24, 2023,,. Members desiring to exercise their vote should cast their vote during this period.

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1. A member cannot exercise his vote by proxy on Postal Ballot.

2. In case of any query/grievance in connection with the Postal Ballot including e-voting, Members may contact CDSL by e-mail at [email protected]. or the Company Secretary at the contact details given herein above’ or at [email protected].

3. The Postal Ballot Notice is also placed on the website of the Company www.ttlimited.co.in and website of CDSL www.evotingindia.com.

4. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English Language) and one regional daily newspaper circulating in NCR (in Vernacular language, i.e. Hindi).

5. To support the Green Initiative, members who have not registered their e-mail address are requested to register their e-mail address for receiving all communication including, Notices, and Circulars etc. from the Company electronically.

6. Members may note that as per SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16th March 2023, as amended, it is mandatory to update PAN, Address, Email ID, Bank account details (KYC details) and Nomination details of shareholders, who have not updated the same with the RTA i.e. Beetal Financial & Computer Services (P) Ltd in case of physical shareholding and with Depository Participants (DPs) in case of Demat shareholding. Henceforth, Beetal Financial & Computer Services (P) Ltd will attend to all service requests of the shareholders with respect to transmission, dividend, etc., only after updating the above details in the records. Non-updation of KYC details in Folios, wherein any one of the cited details/documents (i.e. PAN, Bank Details, Nomination) are not available on or after October 01, 2023, shall be frozen by the RTA as per above SEBI Circular.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• i. The voting period begins on 26[th] May, 2023 at 9.00A.M. and ends on 24[th ] June, 2023 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 19[th] May, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants.

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Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual share holders holding securities in Demat mode is given below:

Type of shareholders Login Method Individual Users who have opted for CDSL Easi / Easiest facility, can login through their Shareholders holding existing user id and password. Option will be made available to reach e-Voting securities in Demat page without any further authentication. The URL for users to login to Easi mode with CDSL / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www. cdslindia.com and click on Login icon and select New System Myeasi.

1) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/ LINKINTIME, so that the user can visit the e-Voting service providers’ website directly

3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www. cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-voting Service Providers. Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the holding securities in E-Services website of NSDL. Open web browser by typing the following demat mode with NSDL URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

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~~2) If the user is not registered for IDeAS e-Services, option to register is~~ available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp . Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meetings.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (iv) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• a. The shareholders should log on to the e-voting website www.evotingindia.com.

• b. Click on “Shareholders” module.

• c. Now enter your User ID

  • i. For CDSL: 16 digits beneficiary ID,

  • ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

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• iii. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• d. Next enter the Image Verification as displayed and Click on Login.

• e. If you are holding shares in demat form and had logged on to and voted on an earlier e-voting of any company, then your existing password is to be used.

• f. If you are a first-time user follow the steps given below:

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant, Company Name i.e., T T Limited on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia. com and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz., www.ttlimited.co.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

1. For physical shareholders- please provide necessary details like folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhar (self-attested scanned copy of Aadhar Card) by email to the Company/RTA

2. For demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For individual demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call at toll free no. 1800 22 55 33.

Place: New Delhi Date: 17.05.2023

By Order of the Board of Directors For T T Limited Sd/Pankaj Mishra Company Secretary

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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

The Board of Directors at their meetings held on 17[th] May, 2023 has approved for sale of Company’s Textile unit located at 109-10 KM Stone, National highway No.24 Delhi – Moradabad Road, Gajraula – 244235 (U.P.) ("Undertaking") to M/s Shree Krishna Impex, Moradabad, Uttar Pradesh (or their nominee) on “as is where is basis”. This Board approval is subject to approval of shareholders, Bankers and other necessary approval. Total consideration to be received by the Company against sale of Textile unit at Gajraula will be Rs, 71.00 crores(Rupees Seventy One Crores Only). The valuation of deal was approved by the audit Committee of Board at their meeting held on 17[th] May, 2023.

The Company being into Apparel Manufacturing for more than 45 years has prudently changed Apparel production locations from time to time based on relative competitive advantage of the cluster. Gajroula, UP location was primarily setup for spinning in early 1990s, however the company disposed spinning assets and converted the unit into a garmenting centre.

Hence now the Company proposes to shift Garments manufacturing to the Noida/Pilkhuwa cluster in UP and Greater Kolkata, West Bengal area where skilled labour and other advantages prevail due to existing strong garmenting cluster. Sale proceeds would be used to set up these two new locations and balance for repayment of debt. The Company has already started working on the new garmenting units proposed, and expects no disruption in its production or sales.

Members of the Company are further requested to note that Section 180(1)(a) of the Companies Act, 2013 mandates that the Board of Directors of the company shall exercise the power to sell, lease or otherwise dispose off the whole or substantially the whole of any undertaking(s) of the company, only with the approval of the members of the Company by way of a special resolution.

Accordingly, approval is being sought for, Sale, Transfer and dispose-off company’s Textile unit Assets situated at 109-10 KM Stone, National highway No.24 Delhi – Moradabad Road, Gajraula – 244235 (U.P.), as s special resolution as set out above.

None of the Directors, Key Managerial Persons or their relatives, in any way concerned or interested in the said resolution.

The Board recommends the special resolution set forth in this notice for the approval of Members.

Place: New Delhi Date: 17.05.2023

By Order of the Board of Directors For T T Limited Sd/Pankaj Mishra Company Secretary

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