Directors Report of T T Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 46^th (Forty Sixth) Annual Report of the Company together with the
Audited Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS

Particulars	2024-25	2023-24
	('' in Lakh)	('' in Lakh)
Revenue from operations (Net)	21443.15	21102.89
Other Income	143.51	108.52
Profit before interest, Depreciation and Tax	411.88	1962.77
Interest &Financial Charges	977.08	1609.20
Depreciation	130.15	316.18
Profit / Loss before Tax (PBT)	(695.35)	37.39
Exceptional Items	1704.25	-
Provision for Income Tax / Deferred Tax	598.99	(425.80)
Profit / Loss after Tax (PAT)	409.91	463.19
Other comprehensive Income	(35.31)	17.87
Total comprehensive Income for the period	374.60	480.91

2. DIVIDEND

Your Board of Directors pleased to recommend a dividend @ 5% ('' 0.05 per equity share) on the 224980500
equity shares of '' 1 each of your Company.

3. REVIEW OF OPERATIONS

In the year 2024-25, the global disturbances continued and we managed to finish the year at par turnover.
Indian textile exports grew marginally with improvement in imports from developed countries but was
nothing substantial and was still 15% below the peak touched in 2021-22.

Domestic demand continued to be flat and there has been a hit in winter demand, as winter season has
shortened and starts only from mid-December. The changing climatic cycles of late winter and hence late
summers is something the trade is yet to adjust. This is overall impacting demand, as buying confidence is
very low.

Overall industry was hit with relatively higher raw material prices vis-a-vis the world. Cotton was high due
to international prices falling below MSP and India not able to take advantage due to import duty. On the
other hand, QCO and import duty made low priced MMF fibre/yarn imports difficult and forcing industry to
buy from the monopolistic type Indian suppliers.

The company turnover was Rs. 21443.15 lakhs and profit after tax at Rs 409.91 Lakhs in 2024-25. Despite
global headwinds, flat domestic demand and supply chain disruptions due to sale of Gajroula factory, the
Company managed to maintain turnover and increase net profit.

This year was very significant for the company as many important milestones were achieved:

• The completion of the post COVID restructuring to exit spinning and reduce debt. The sale transaction
of its Gajroula unit was completed during the year leading to reduction of total debt significantly from

Rs 12889.62 Lakhs in FY 2023-24 to Rs 8925.85 Lakhs in FY 2024-25. This sale did not impact supply
chain of the Company; it could maintain its turnover despite sale of this unit.

• The near completion of garmenting unit in Howrah, West Bengal (leading knitwear cluster of India)
that is expected to start commercial production in Q2 to support the aggressive growth plans of the
Company

• T.T. Brand for the first time signed a Bollywood star as its brand ambassador - Rajkumar Rao was
signed in February 2025 and advertisement has started from April 2025.

• The next Gen has also formally joined the Company as Executive Director at a young age of 22 and is
leading the Company''s new advertisement campaign and AI initiatives.

The Company has also reworked its dependence on cotton fiber and has shifted more of its fabric and
garments to cotton/manmade fiber blends to reduce the risk of its business due to cotton volatility. All new
product development is around blends and performance fibers/yarns. The recent surge in cotton prices
and consumer resistance to paying a higher price has sent a clear signal that India is still a price-conscious
market especially in tier 2 and tier 3 towns and the budget for clothing is constrained due to lifestyle
changes. The Company established its sourcing office in Surat, and has started sourcing manmade fibre-
based fabric.

The continuous use of digitalization in life is also an important signal that the Company needs to connect
more digitally with its distributors, retailers, and customers. The Company is continuously working on the
same and recognises the importance to embrace technological changes sooner than later.

4. FUTURE OUTLOOK

Exciting times are ahead for the industry, as UK FTA has finally been signed and the tariffs imposed by USA
are expected to create an advantage for India against its competitors especially China. Further since end of
last year, garment exports have started up picking due to buyers looking for alternatives to Bangladesh and
all major global buyers stepping up their buying as pipeline inventories fall.

The Company plans to clearly focus on the value-added innerwear and casualwear segment both in domestic
brand (under its brands T.T. and HiFlyer) and in exports to capitalize on the tremendous opportunity for
India in exports.

T.T.Brand has for the first time signed a Bollywood superstar Rajkummar Rao (lead hero in blockbuster film
Stree2) as its brand ambassador and has introduced multiple new products for summer 2025 and plans new
launches for winter 2025 too.

To capitalize the opportunities in market, the Company''s new unit in Howrah West Bengal is ready and is
expected to start production from July 2025 and be in full production by Q3 end. Further the Company is
planning to upgrade its machinery in the Avinashi Tamil Nadu unit in this year.

The Company plans to raise further equity funds through rights issue in Q2 of this year for working capital,
branding and upgradation of Avinashi factory.

The Company also plans to strengthen its Surat operations recognizing the strong changing importance of
blends and 100% Manmade fibers in the domestic casual wear market and slowly expected to perpetuate
to the export market.

New product development is all based on MMF performance fibers, better processing finishes, and enhanced
consumer experience. However, all products would be keeping the basic principle of delivering value for
money to the consumer and will not be reaching out to a small percentage of premium / elite consumers.
Dependence on cotton fiber is being slowly but steadily reduced especially in its casual wear range by using
alternative fibers and finishes to ensure the consumer experience is not compromised in any fashion.

The good news is that raw material prices are stable and company capacity utilisation is expected to pick up
with consolidation of operations.

The Company would be using B2C and B2B E-commerce channels to foray into the weaker markets, by
leveraging the existing network of these channels to ensure quicker and deeper penetration at a lower cost.

Advertisement policy is very clear and would focus only on its strong markets by doing Point of Sales
publicity and using social media for targeting strong markets. Electronic and print media will be used
sparingly to build brand value in the weaker markets.

The Company in the last few years has gone through a bad phase due to various headwinds but luckily it is
emerging with a stronger character and poise to build its growing knitted casual and active wear portfolio
for all genders that have seen very good traction and demand. It sees a strong story of consumption and
exports unfolding.

The most important change is the improved risk profile of the business, hence less volatility in earnings
will be there and a more consistent growth trajectory can be expected. The restructuring exercise to reduce
debt and business risk profile is complete and the Company starts again to revive its old glory, turnover and
profits.

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. Sanjay Kumar Jain, Director (DIN: 01736303) and Sh. Sunil Mahnot, Director (DIN: 06819974) retires by
rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Shri Sunil Mahnot was reappointed as Whole Time Director cum CFO of the Company, liable to retire by
rotation w.e.f.1st April, 2024 for another period of 5 years.

On the recommendation of Nomination & Remuneration Committee, the Board of Directors has appointed
Shri Hardik Jain as Additional Non-Executive Director Company, liable to retire by rotation w.e.f. 14th
August, 2024. Which was approved by the Shareholder in the AGM held on 25th September, 2024. Later on,
upon the recommendation of Nomination & Remuneration Committee, and Board of Directors approval Shri
Hardik Jain appointed as Whole Time Director (Liable to retire by rotation) for the period of 5 years w.e.f.
24th January, 2025, which was approved the Shareholder in the EGM held on 24th January, 2025.

Based on the performance and considering the skills, expertise and competencies required for the Board in
the context of the business and sectors of the Company, Shri Ankit Gulgulia re-appointed as an Independent
Director to the Board for second term of 5 years w.e.f. 1st April, 2024.

Based on the performance and considering the skills, expertise and competencies required for the Board
in the context of the business and sectors of the Company, the Nomination and remuneration committee
recommended the appointment of Shri Brijmohan Sharma as an Additional Director in the category of
Independent Director to the Board for a term of 5 years w.e.f. 14th August, 2024. Which was approved by
the shareholder in the AGM held on 26th September, 2024.

All 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 of the Listing Agreement. The
Independent Directors have also confirmed compliance with the provisions of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name
in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors
regarding meeting the prescribed criteria of independence, after undertaking due assessment of the
veracity of the same in terms of the requirements of regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

8. KEY MANAGERIAL PERSONNEL

Following are the Key Managerial personnel of the Company as on 31st March, 2025:

Shri Sanjay Kumar Jain	Managing Director
Smt. Jyoti Jain	Jt. Managing Director
Shri Hardik Jain	Whole Time Director
Shri Sunil Mahnot	Director (Finance) & Chief Financial Officer
Shri Pankaj Mishra	Company Secretary & Compliance Officer.

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

TThe 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 re-enactment(s) 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 recommended the 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 5 Board Meetings and five Audit Committee Meetings were convened and held. Details of
the same are noted 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 company at 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
in accordance 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. 2024-25.

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 2024-25.

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. 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

15. 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 Shri Ankit Gulgulia, Independent Director, Shri Rahul Jain, Independent Director,
Shri Brijmohan Sharma, 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/

16. 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 level of 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..

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
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 2024-25 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/.

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 ANDPROTECTION FUND fIEPF)

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, 2025

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 2024-25, 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, 2025 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
Company for the Financial year ended on 31^st March 2025. The Auditor''s report is self-explanatory
and requires no comments.

.Secretarial Auditor

M/s DMK Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the
Company by the Board of Directors of the Company in their meeting held on 23^rd May, 2024 for the
financial year 2024-25.

The Secretarial Auditors of the Company have submitted their Report in the Form No. MR-3 as required

under Section 204 of the Companies Act, 2013 for the financial year ended 31st March 2025 which is
annexed herewith as Annexure-C to this Report.

Further, Secretarial Auditor of the Company has submitted Secretarial Auditor''s Report of the
Companyfor the Financial year ended on 31^s March 2025. The Auditor''s report is self-explanatory and
requires no comments.

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 policyfor 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.

30. SECRETARIAL STANDARDS

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

31. 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
Companybetween the end of the financial year of the Company i.e., March 31, 2025, 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, 2025.

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

32. ACKNOWLEDGEMENT

Your Directors place on record 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.

For and on behalf of the Board
Sanjay Kumar Jain Sunil Mahnot

Place: New Delhi Managing Director Director (Finance)

Date: 21^st May, 2025 DIN:01736303 DIN:06819974

INDEX OF ANNEXURES
(Forming Part of Board Report)

Annexure No. Particulars

Annexure "A" Conservation of Energy, technology absorption, foreign exchange earnings and outgo.

Annexure "B" CSR Activities - Annual Report FY 2024-25
Annexure "C" Secretarial Auditor Report
Annexure "D" Corporate Governance Report.

---

Mar 31, 2024

Your Directors have pleasure in presenting the 45^th (Forty Fifth) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2024.

1. FINANCIAL RESULTS

Particulars	2023-24	2022-23
	(Rs. In Lakh)	(Rs. In Lakh)
Revenue from operations (Net)	21102.89	20302.72
Other Income	108.52	161.54
Profit before interest, Depreciation and Tax	1962.77	1136.87
Interest &Financial Charges	1609.20	1720.02
Depreciation	316.18	312.71
Profit / Loss before Tax (PBT)	37.39	(895.86)
Exceptional Items		-
Provision for Income Tax / Deferred Tax	(425.80)	371.38
Profit / Loss after Tax (PAT)	463.19	(1267.24)
Other comprehensive Income	17.87	7.37
Total comprehensive Income for the period	480.91	(1259.86)

2. DIVIDEND

No dividend has been recommended by the Board for the year under review.

3. REVIEW OF OPERATIONS

The year 2023-24, the global disturbances grew with the Israel-Palestine conflict leading to spurt in export freight rates and continued global slowdown. Cotton prices further went down and touch the MSP levels in the beginning of the season due to slow demand across the globe. The Company turnover was just maintained with a lot of struggle to maintain market share. Greenshoots in demand were seen in Q4, however nothing sustained despite pipeline inventory reducing as every player tried to keep inventory in tight control due to still falling prices and muted demand. The fall in Indian textile exports that touched USD 44 billion in 2021-22 to USD 34 billion in 2023-24 reflects the poor state of global demand.

Domestic demand continued to be flat and there has been a hit in winter demand, as winter season has shortened and starts only from mid December. The changing climatic cycles of late winter and hence late summers is something the trade is yet to adjust its buying cycles. This is overall impacting demand, as buying confidence is very low.

The company turnover was Rs. 212 crores and profit after tax at Rs 4.63 crores in 2023-24 and despite severe global headwinds the Company managed to turnaround and book a profit.

The important event has been the 3 year restructuring process being completed finally in May 2023 with the hiving off of the Gajroula unit that was setup for spinning but later converted to garments. However due to being away from the garment cluster the unit could not be run to full capacity and hence the Company

need to hive off to release capital, reduce debt and make funds available for brand growth.

Further construction of new factory in West Bengal has started from January 2024 and part operations are expected to start from December 2024 though full completion would commence by July 2025. Howrah in West Bengal is one of the largest knitting clusters of the country.

The hiving off of Gajroula, would not impact running operations at all. It would however lead to substantial savings of interest, overheads and managerial time. Alternate warehousing and production arrangements have been planned from its Avinashi unit (in Tirupur cluster) that would ensure that due to Gajroula, the Company does not suffer from any supply concerns. The process of unwinding of operations in Gajroula started from July 2023 to ensure the impact is minimal when the unit is handed over to the new buyers. This lead to extra overhead burden on Company for 9 months as utilization of Gajroula was minimized over time while fixed costs remained the same.

It is pertinent to note that Company debt reduction exercise since post COVID continued and in 2023-24 the debt levels came down by Rs 17.48 crores however the interest burden could not reduce due to higher interest rates.

The Company has also reworked its dependence on cotton fiber and has shifted more of its fabric and garments to cotton/manmade fiber blends to reduce the risk of its business due to cotton volatility. All new product development is around blends and performance fibers/yarns. The recent surge in cotton prices and consumer resistance to paying a higher price has sent a clear signal that India is still a price-conscious market especially in tier 2 and tier 3 towns and the budget for clothing is constrained due to lifestyle changes. The Company established its sourcing office in Surat, and has started sourcing manmade fibre based fabric.

The continuous use of digitalization in life is also an important signal that the Company needs to connect more digitally with its distributors, retailers, and customers. The Company is continuously working on the same and recognises the importance to embrace technological changes sooner than later.

4. FUTURE OUTLOOK

As shared above, the headwinds still remain for the Textile Industry despite India as a country doing well in terms of GDP and GST growth. However as hardly any scope for raw material prices to go southwards, hence we expect that there will stability in prices.

The global conflicts would be a critical thing in export demand on which the entire industry is banking on. Definitely exports are expected to be better as pipeline inventory is surely at a very low level though trade confidence to buy and stock still has not returned either doemstically or globally.

The UK FTA is expected within this year and that would be a big push to export demand of apparels. EU FTA is still seems 18-24 months away.

The most critical changes that we shall see, would be more inward in the Company. Debt levels in April & May have reduced by 40% and would reduce the interest bill by an estimated Rs 6 crores per annum due to selling of the Company''s Gajroula unit and shifting all manufacturing operations to Tamil Nadu and West Bengal.

Further the overheads of the Company would reduce as operations would run normally without Gajroula where huge cost was borne by way of operational overheads and interest. Production would be consolidated in Tamil Nadu and West Bengal.

The Company also plans to strengthen it''s Surat operations recognising the strong changing importance of blends and 100% Manmade fibers in the domestic casual wear market and slowly expected to perpetuate to the export market.

New product development is all based on MMF performance fibers, better processing finishes, and enhanced consumer experience. However, all products would be keeping the basic principle of delivering value for money to the consumer and will not be reaching out to a small percentage of premium / elite consumers. Dependence on cotton fiber is being slowly but steadily reduced especially in its casual wear range by using alternative fibers and finishes to ensure the consumer experience is not compromised in any fashion.

The good news is that raw material prices are stable and company capacity utilisation is expected to pick up with consolidation of operations. The company''s clear focus is on its branded garment sales of TT & HiFlyer apart from the value-added fabric segment. A lot of emphasis is being put on new value-added products. Things have been extremely slow over the last 2 years, however, the Company is fully confident that things are going to pick up and will see a sharp uptick in demand in the 2nd half of the year and the Indian consumption story is intact. Textiles has seen the longest ever sustained slowdown in global demand, and with pipeline inventory at abysmal levels.

The Company would be using B2C and B2B E-commerce channels to foray into the weaker markets, by leveraging the existing network of these channels to ensure quicker and deeper penetration at a lower cost.

Advertisement policy is very clear and would focus only on its strong markets by doing Point of Sales publicity and using social media for targeting strong markets.

The Company in the last few years has gone through a bad phase due to various headwinds but luckily it is emerging with a stronger character and poise to build its growing knitted casual and active wear portfolio for all genders that have seen very good traction and demand. It sees a strong story of consumption and exports unfolding.

The most important change is the improved risk profile of the business, hence less volatility in earnings will be there and a more consistent growth trajectory can be expected. The restructuring exercise to reduce debt and business risk profile is complete and the Company starts again to revive its old glory, turnover and profits.

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

Smt. Jyoti Jain, Jt. Managing Director (DIN:01736336) retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

On the recommendation of Nomination & Remuneration Committee, the Board of Directors, subject to the shareholder approval, has re-appointed Shri Sunil Mahnot as Whole Time Director cum CFO of the Company, liable to retire by rotation w.e.f.1^st April, 2024 for another period of 5 years. Company is taking approval of shareholders through postal ballot for his re-appointment, notice of which has already been sent to Shareholders.

Based on the performance and considering the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company, the Nomination and remuneration committee

recommended the re-appointment of Shri Ankit Gulgulia as an Independent Director to the Board for second term of 5 years w.e.f. 1^st April, 2024. Company is taking approval of shareholders through postal ballot for his re-appointment, notice of which has already been sent to Shareholders

All 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 of the Listing Agreement. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. KEY MANAGERIAL PERSONNEL

Following are the Key Managerial personnel of the Company as on 31st March, 2024:

Mr. Sanjay Kumar Jain	Managing Director
Mrs. Jyoti Jain	Jt. Managing Director
Mr. Sunil Mahnot	Director (Finance) & Chief Financial Officer
Mr. Pankaj Mishra	Company Secretary & Compliance Officer.

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 re-enactment(s) 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 5 Board Meetings and five Audit Committee Meetings were convened and held. Details of the same are noted 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 company at 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. 2023-24.

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 2023-24.

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. 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

15. AUDIT COMMITTEE DISCLOSURES A. Composition

During the year, the Audit Committee met four times in compliance with the provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. At present, the Committee comprises Shri Ankit Gulgulia, Independent Director, Shri Rahul Jain, Independent Director, Shri Puneet Vijay Bothra, Independent Director and Shri Sanjay Kumar Jain, Managing Director.

Mr. Pankaj Mishra is Secretary of the Committee. 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/

16. 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 revised 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 2023-24 Company was not required to Spend any amount towards CSR expenditure due to losses 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 Obligationsand 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 flEPF)

During the year under review unclaimed Dividend for the F.Y. 2015-16 amounting to Rs.796103/- was 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, 2023

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 AND OUTGO

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 2023-24, 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, 2024 with whom transactions were held by the Company

1. T T Brands Ltd

Your Directors draw attention of the members to Note 34 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 h^s submitted Auditor''s Report on the Accounts of the Companyfor the Financial year ended on 31 March 2024. The Auditor''s report is self-explanatory and requires no comments.

. b. Secretarial Auditor

M/s DMK Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company bythe Board of Directors of the Company in their meeting held on 17^th May, 2023 for the financial year 2023-24.

The Secretarial Auditors of the Company have submitted their Report in the Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March 2024 which is annexed herewith as Annexure-C to this Report.

Further, Secretarial Auditor of the Company has submitted Secretarial Auditor''s Report of the Companyfor the Financial year ended on 31^st March 2024. The Auditor''s report is self-explanatory and requires no comments.

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 policyfor 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.

30. SECRETARIAL STANDARDS

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

31. 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, however during the year, Company has became the Associate Company of T T Brands Ltd.

f. There have been no material change(s) and commitment(s) affecting the financial position of the Companybetween the end of the financial year of the Company i.e., March 31, 2024, 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, 2024.

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

32. ACKNOWLEDGEMENT

Your Directors place on record 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.

For and on behalf of the Board Sanjay Kumar Jain Sunil Mahnot

Place: New Delhi Managing Director Director(Finance)

Date: 23rd May, 2024 DIN:01736303 DIN:06819974

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Mar 31, 2018

DIRECTORS'' REPORT TO THE MEMBERS

The Directors have pleasure in presenting the 39th (Thirty Ninth) Annual Report of the Company together with the Audited Accounts for the year ended March 31,2018.

1 FINANCIAL RESULTS	2017-18	2016-17
	(Rs. In lakhs)	(Rs. In lakhs)
Sales/ Income from operations	51790.73	69019.90
Profit before interest. Depreciation and Tax	3657.46	4861.65
Financial Charges	2984.61	3260.64
Depreciation	1227.35	1541.32
Provision for Income Tax/ Deferred Tax	919.68	(155.62)
Profit / Loss after Tax	(1474.18)	215.31
Balance brought forward from previous year	281.64	266.33
TOTAL	(1192.54)	481.64
Appropriation:
Dividend & Distribution Tax	—	—
Transferred to/from General Reserve	—	200.00
Balance Carried forward	(1192.54)	281.64
TOTAL	(1192.54)	481.64

2. DIVIDEND

No Dividend recommended by the Board for the year under review.

3. REVIEW OF OPERATIONS

The troubles continued in the economy, with almost 6 months of domestic market disturbance due to implementation of GST. Distributors and retailers started de-stocking before GST and the slowness continued for a few months post GST. Yarn, fabric and garments were all badly affected, leading to a drastic fall in sales.

The export market got weakened due to Rupee moving from 68 levels to 64 levels, making us uncompetitive. Overall Indian exports for the industry fell by 4%.ln 2017-18.

The Company decided to go in for re-structuring of its textile business portfolio. It decided to reduce its dependence on the low margin, high beta yarn business and shift more towards the value added and stable branded garments business.

The Company sold about 50% of its total spinning capacity and decided to install in Uttar Pradesh, Tamil Nadu and West Bengal garment manufacturing capacity taking advantage of the Central ATUF Incentive Policy and the respective State Government Textile Policies.

All the above factors have lead to a fall in turnover to Rs 500 Crores, despite an increase in garment turnover. The above factors, also lead to losses in the first two quarters though the Company managed to stay in the black in the last two quarters.

The business restructuring has also enabled the Company to reduce its long term debt from Rs 186 crores to Rs 151 crores during the year.

We are also happy to announce that the Company received the Award of "Most Desirable 30 Power Brands", which affirms the strength of its brand TT which will spearhead the growth in the coming times.

In nutshell it''s a year best forgotten for financials, but is a landmark in terms of a clear policy change, which has already starting showing small fruits.

4. FUTURE OUTLOOK

As we enter the New Year we start with optimism. The demonetization & GST impact is bygone and GST seems a reality that would improve our competitiveness against the large unorganized garment segment. We are already seeing positive impact of the same and growth in garments despite a 6 month GST impacted demand.

The INR has depreciated by about 4% from the highs giving us a competitive edge once again in exports.

The Company no more carries the baggage of old uncompetitive spinning machinery. The land and building will be used for value added, high margin garments.

The Company is seeing good response to its casual wear range. It has launched its new range under a new brand -" HiFlyers" which has helped breakfree from the perception of being an innerwear brand.

The Company Exclusive Brand Outlet (EBO) chains by the name of "T T BAZAAR" to build direct connect with the consumer is getting good response. 50 TT Bazaar franchisee stores are running and many more are in the pipeline. Company proposes to take it to 200 in the next 12 months.

New garment factory in Gajroula is expected to start sometime during quarter 2, while Kolkata will start in near future. The up gradation of Avinashi factory also should be completed sometime in quarter Q2.

We therefore start with lot of hope and optimism of achieving new heights and taking the brand and company to new levels. We are more focused on the value added segment and domestic sales which will de-risk the business and bring in more stability to turnover and margins. We are confident of growing our brand in the garment segment and gaining market share in the years to come.

We have gone through a bad phase, but luckily have emerged stronger and wiser which will hold us in good stead in the days to come.

5. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility" (CSR), the Company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trust which is undertaking these schemes.

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

6. RISK MANAGEMENT

The Company has a well defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. As such, there are no risks which in the opinion of the Board threaten the existence of the Company.

The Board of Directors in their meeting held on 11th November, 2015 had constituted Risk Management Committee of the Company. The committee has formulated Risk Management Policy of the Company which has been later on amended on 13th December, 2017 and subsequently approved by the Board of Directors of the Company.

The Risk Management Policy may be accessed on the Company''s website at the link: http://www.ttlimited.co.in Anvestor/company policies.

7. 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. It''s compliances with operating systems, accounting procedure and policies at all locations of the Company.

8. 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.

9. RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Jyoti Jain (holding DIN No. 01736336), retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

All 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 of the Listing Agreement.

During the year there was no change (appointment or cessation) in the office of any KMP.

11. 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 134(3) (e) and Section 178(3) of Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) 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(3) of Companies Act 2013 and recommended the same to Board.

12. BOARD OF DIRECTORS MEETING

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

13. 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 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 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 in accordance 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. 2017-18.

14. BOARD EVALUATION

Pursuant to the provisions of the Company''s Act. 2013 and Regulation 17(10) of the Listing Agreement, 2015, the Board has carried out an evaluation of its own performance and the performance of the directors individually for the financial year 2017-18 in the Board Meeting held on 18th May, 2018.

Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its member individually was adjudged satisfactory.

Company framed policy and criteria for evaluation of Executive Directors, Chairperson, and Independent Directors and have also devised criteria on Board of Directors as whole and individual Committee of the board.

15. 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 Corporate Governance Report.

16. 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.

17. 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 in the course of 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.coin

18. AUDIT COMMITTEE DISCLOSURES Composition

The Audit Committee consists of Shri Navratan Dugar, Independent Director, Shri V. R. Mehta, Independent Director, Dr. (Prof.) V. K. Kothari, Independent Director, Shri M.C Mehta, Independent Director and Shri Sanjay Kumar Jain, Managing Director. Shri Navratan Dugar is the Chairman of the Committee and Sh. M C Mehta, Independent Director has been appointed as member of the Audit Committee in its meeting dated 13th December, 2017

Mrs. Reetika Mahedra Rathore, is Secretary of the Committee. All the recommendation made by the Audit committee were accepted by the Board.

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 safeguard against victimization of employees and Directors to avail of the mechanism and also 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:_http://www.ttlimited.co.inAnvestor/companypolicies

19. PREVENTION OF INSIDERTRADING

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 shall stipulate such formats as the board of directors deems 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 level of holdings in securities at such intervals as may be determined as being 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.

20. EXTRACT OF ANNUAL RETURN FOR THE FINANCIALYEAR ENDED ON 31ST MARCH, 2018

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of Companies (Management and Administration) Rules, 2014 for the financial year 2017-18 in Form No. MGT-9 has been placed and may be accessed from Company''s website www.ttlimited.co.inAnvestors/results/reports.

21. NUMBEROF MEETINGS OF THE BOARD

During the Financial Year 2017-18,4(Four) Board Meetings were held. For details thereof kindly refer to the section Board of Directors in the report of Corporate Governance forming part of this Annual Report.

22. AUDITORS AND AUDITORS''REPORTS

a. Statutory Auditor:

At the Annual General Meeting held onl3th September, 2017, M/s RS Modi&Co., New Delhi were appointed as Statutory Auditors of the Company to hold the office till the conclusion of 43rd Annual General Meeting of the Company. In terms of the provisions of amended Section 139(1) of the Companies Act 2013, the appointment of statutory auditors shall not be for ratification at every

Annual General Meeting.

Further, Statutory Auditor of the Company has submitted Auditor''s Report on the Accounts of the Company for the accounting year ended on 31st March 2018. The Auditor''s report is self explanatory and requires no comments.

b. Secretarial Auditor

M/s DMK Associates, Company Secretaries has been appointed as Secretarial Auditors of the Company by the Board of Directors in their meeting held on 18th May, 2018 for the financial year 2018-19.

The Secretarial Auditors of the Company have submitted their Report in form No. MR- 3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March, 2018. This Report is self explanatory and requires no comments. The Report forms part of this report as Annexu re-III.

c. Cost Auditor

The Board of Directors has appointed M/s K. L. Jaisingh & Co., Cost Accountants, New Delhi as the Cost Auditors of the Company to conduct Cost Audit of the Accounts for the financial year ended 2018-19 However, as per provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Record and Audit) rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by members at the ensuing Annual General Meeting. Accordingly, the remuneration to be paid to K. L. Jaisingh & Co., Cost Accountants, New Delhi for the Financial Year 2018-19 is placed for ratification by the members.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation continues to be an area of major emphasis in our Company. Efforts 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 herewith as Annexure"A" and forming part of this report.

24. PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company''s Registered Office.

25. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all level.

26. 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.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 with the stock exchanges is presented as a separate section forming part of this report.

28. 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 formal policy for prevention of sexual harassment at work place and the Company has also constituted the Internal Complaint Committee in Compliance with the requirement of this act.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. 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.

30. ACKNOWLEDGEMENT

Your Directors place on record 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 with confidence.

For and on behalf of the Board

Place: New Delhi Sd/

Date: 18.05.2018 Dr. RIKHAB C. JAIN

CHAIRMAN

DIN NO. 01736379

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Mar 31, 2016

Your Directors have pleasure in presenting the 37th (Thirty Seventh) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2016.

FINANCIAL RESULTS	2015-16	2014-15
	(Rs. In lakh)	(Rs. In lakh)
Sales / Income from operations	69954.41	67919.11
Profit before interest, Depreciation and Tax	5070.07	6111.72
Financial Charges	3282.66	4012.60
Depreciation	1457.05	1483.64
Provision for Income Tax / Deferred Tax	114.96	211.17
Profit / Loss after Tax	215.40	404.31
Balance brought forward from previous year	280.30	408.97
TOTAL	495.70	813.28
Appropriation:
CSR Expenditure	—	25.02
Dividend & Distribution Tax	129.37	257.96
Transferred to / from General Reserve	100.00	250.00
Balance Carried forward	266.33	280.30
TOTAL	495.70	813.28

2. DIVIDEND

Your Board recommend dividend @ 5% (Rs.0.50 per share of the face value of Rs. 10/- each) on the paid up Share Capital of the Company for the year ended 31st March, 2016.

3. REVIEW OF OPERATIONS

The year 2015-16 was one of the most difficult years. There was a clear mismatch in demand supply across the textile chain that lead to a very difficult scenario. Unlike 2008-09 and 2011-12 where fall in prices lead to slow down, here despite range bound cotton fibre prices, yarn and fabric prices slided down due to poor demand. The flat consumer demand for garments in India also provided no relief as brands struggled to maintain market share by aggressive promotions that hurt the bottom line.

There has been a lot of talk of Indian consumerism, however things are still yet to translate for the textile industry. The poor monsoons, weak rural demand, overall poor consumer sentiments lead to a poor consumer demand in India, which impacted demand across the chain. The slow and uncertain global economy could give no relief.

Internationally slowing down of China lead to poor cotton yarn off take and put pressure on mills to reduce prices to offload goods and for most part of the year had to sell below breakeven levels. Further the Central Government has totally withdrawn all incentives for yarn, and restricted it to the value added products which has further aggravated the spinning industry problems.

The Company restructured its wind mill portfolio by offloading its Tamil Nadu windmills which were suffering due to poor evacuation by the local electricity board and replaced it by a wind turbine in Gujarat with much better potential and more gains due to higher rates in the State.

However the silver lining has been the growth in volumes in all its business segments by 10 to 15%. The turnover moved marginally due to fall in prices from Rs.666 Crores to Rs.680 crores however we were able to make headway in a flat and slow market. This is expected to reap good fruits as margins improve in the coming year.

4. FUTURE OUTLOOK

As we enter the New Year we start with a lot of optimism. Global Growth is picking up and India has most probably seen its bottom. Textile and clothing demand is expected to pick up and the Company is well poised to take advantages of it. Green shoots are already visible as we have started the year with better demand and prices have moved by 5% and are still strong.

Company has no major expansion plans for 2016-17. It only proposes to do some balancing and modernization to improve margins. The Company wants to consolidate and reduce its leveraging to create a strong base for picking up new growth ideas for 2017-18.

With growth picking up domestically and inflation settling down, we expect consumers'' demand to grow at a globe pace. The biggest hope is the expected good monsoons, which would give us a good cotton crop and kick start rural demand.

The Company''s main focus this year is going to be its value added garments division, where many new products are being added and new markets / channels are being activated. Its new slogan - "Ache Lage, Ache Dikhe" has made a buzz in the market and has created a direct contact with consumer. Online sales and sales to institutional and large retail format customers is also growing. The Company is seeing good response to its casual wear range, which is helping it get out of the innerwear perception.

Another positive is the falling interest rate regime. This coupled with the repayment of debt would reduce the Company''s interest burden and improve profitability.

We don''t plan any expansion in yarn business, however we are focusing on better realisations/margins by selling more in domestic market and producing value added yarns like slub, compact and organic.

We therefore start with lot of hope and optimism of achieving new heights and taking the brand and company to new levels. We are more focused on the value added segment and domestic sales which will de-risk the business and bring in more stability to turnover and margins. We are confident of growing our brand in the garment segment and gaining market share in the years to come.

The market has turned the bottom of the curve and is slowly moving ahead. The worst is behind us, as we work towards a better future.

5. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility" (CSR), the Company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trust which is undertaking these schemes.

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

6. RISK MANAGEMENT

The Board of Directors in their meeting held on 11^th November, 2014 had constituted Risk Management Committee of the Company. The committee has formulated Risk Management Policy of the Company which has been subsequently 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. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

The Risk Management Policy may be accessed on the Company''s website at the link http://www.tttextiles.com/investor/corporate-news-announcements

7. 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. It''s compliances with operating systems, accounting procedure and policies at all locations of the Company.

8. 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.

9. RELATED PARTIES TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Jyoti Jain (DIN: 01736336), retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

All 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 of the Listing Agreement.

During year under review, Miss Bulbul Daga has resigned from the post of Company Secretaryship and Miss Sheenu Jain has been appointed as Company Secretary of the Company.

11. BOARD OF DIRECTORS MEETING

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

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) 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 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 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 in accordance 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.

13. BOARD EVALUATION

Pursuant to the provisions of the Company''s Act. 2013 and Regulation 17(10) of the Listing Agreement, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration committees. The evaluation was done by way of discussions on the performance of the Non-Independent Directors, Chairman and Board as a whole.

14. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. PUBLIC DEPOSITS

Company is having outstanding Fixed Deposit as on 31.03.2016 amounting to Rs.53.18 Lakh which being repaid as and when due and the entire will be repaid before 31^st March, 2017.

16. 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.

17. 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 in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours 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

18. AUDIT COMMITTEE DISCLOSURES Composition

The Audit Committee consists of Shri Navratan Dugar, Independent Director, Shri V. R. Mehta, Independent Director, Dr. (Prof.) V. K. Kothari, Independent Director and Shri Sanjay Kumar Jain, Managing Director. Shri Navratan Dugar is the Chairman of the Committee and Ms. Sheenu Jain, is Secretary of the Committee. All the recommendations made by the Audit committee were accepted by the Board.

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 also 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: http://www.tttextiles.com/investor/corporate-news-announcements

19. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s 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 of Directors and the designated employees have confirmed compliance with the code.

20. EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March, 2016

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of companies (Management and Administration) Rules, 2014 for the financial year 2015-16 in Form No. MGT-9 is annexed hereto and form part of this report as Annexure - D.

21. AUDITORS AND AUDITORS'' REPORTS:

a. Statutory Auditor:

At the Annual General Meeting held on 9^th September, 2015 M/s Doogar & Associates, Chartered Accountants, New Delhi were appointed as Statutory Auditors of the Company to hold office till the conclusion of 37^th Annual General Meeting of the Company. In terms of provisions of Section 139 (1) of the Companies Act, 2013, the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Doogar & Associates, Chartered Accountant as Statutory Auditor is placed for ratification by the members.

Further, the Statutory Auditors of the Company have submitted Auditors'' Report on the Accounts of the Company for the accounting year ended 31^st March, 2016. This Auditors'' Report is self-explanatory and requires no comments.

b. Secretarial Auditor

M/s DMK Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in their meeting held on 13^th May, 2015 for the financial year 2015-16.

The Secretarial Auditors of the Company have submitted their Report in form No. MR- 3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31^st March, 2016. This Report is self explanatory and requires no comments. The Report forms part of this report as Annexure - C.

c. Cost Auditor

The Board of Directors has appointed M/s K. L. Jaisingh & Co., Cost Accountants, New Delhi as the Cost Auditors of the Company to conduct Cost Audit of the Accounts for the financial year ended 2016-17. However, as per provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Record and Audit) rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by members at the Annual General Meeting. Accordingly, the remuneration to be paid to K. L. Jaisingh & Co., Cost Accountants, New Delhi for the Financial Year 2016-17 is placed for ratification by the members.

22. AWARDS AND RECOGNITION

During Financial Year 2015-16, Company has got the following recognition and award :

S "T T" Brand has been awarded India''s Most Promising Brand 2015 by World Consulting & Research Corporation Ltd.(WCRC) on 21st November 2015 at Grosvenor Square Hotel, London.

S Company has celebrated the completion of 25 years of public listing by ringing the Silver Bell in Bombay Stock Exchange on 24th February 2016.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation continues to be an area of major emphasis in our Company. Efforts 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 " A" herewith and forming part of this report.

24. PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company''s Registered Office.

25. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all level.

26. 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.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 with the stock exchanges is presented as a separate section forming part of this report.

28. 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. ACKNOWLEDGEMENT

Your Directors place on record 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 with confidence.

For and on behalf of the Board

Place: New Delhi

^{Date: 11052016}

_{RIKHAB c JAIN}

CHAIRMAN

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 35th (Thirty Fifth) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS 2013-14 2012-13 (Rs. In lakh) (Rs. In lakh)

Sales / Income from operations 74353.60 50284.33

Profit before interest, Depreciation and Tax 6212.47 5330.83

Financial Charges 3546.59 3313.23

Depreciation 1510.43 1161.29

Provision for Income Tax / Deferred Tax 256.61 201.08

Profit / Loss after Tax 898.84 655.23

Balance brought forward from previous year 261.65 157.94

TOTAL 1160.49 813.17

Appropriation:

Dividend & Distribution Tax 251.52 251.52

Transferred to / from General Reserve 500.00 300.00

Balance Carried forward 408.97 261.65

TOTAL 1160.49 813.17



DIVIDENDS

Your Board recommend dividend @10% (Rs.1/- Per Share of the Face Value of Rs.10/- each) on the paid up Share Capital of the Company for the year ended 31st March, 2014.

REVIEW OF OPERATIONS

The year 2013-14 was a year of ups and downs. We started the year on a low note with poor demand and a not so rosy future. However keeping up the trend of volatility, everything changed from May end and we saw the currency depreciating in a matter of 3 months by more than 20%. India suddenly became very competitive and exports increased steeply. Cotton prices also went up steeply and then fell back again as the currency retraced and the new cotton season ushered in.

The depreciation of rupee was a big boost to the exports, However the volatility in cotton/currency and withdrawal of FMS scheme by Government were a set back which impacted profitability. However the Company was able to increase its exports by about 82% .Your Company has earned a PAT of Rs.8.99 Crores against a profit of Rs.6.55 crores in the last year. The turnover of the Company also went up by 48% to Rs.744 Crores. Operating EBITDA (before other income) is Rs.62.12 Crores as against Rs.53.31 Crores last year.

The year could have been much better but for the low economic growth and high inflation domestically. Domestic sales were very slow as consumption was hit by inflation and a pessimism in the economy.

Your Company started commercial production of its new spinning project in Rajula, Gujarat. This project is expected to be the most profitable segment of the Company due to its locational advantage and Government incentives. During the year, capacity utilization was low due to non-availability of adequate labour. The Company could achieve 80% plus utilization first time in the last quarter only.

Your Company is in the process of identifying assets for disposal to improve liquidity and reduce its leverage.

FUTURE OUTLOOK

As we enter the new year we start with a lot of optimism. Global growth is picking up and India has most probably seen its bottom. Textile and clothing demand is expected to pick up and the Company is well poised to take advantage of it. It has completed all its expansion projects and has no new plans for 2014-15. The Company wants to consolidate and reduce its leveraging to create a strong base for picking up new growth ideas for 2015-16.

The new Central Government led by Shri Narendra Ji Modi has been established with this hope of industrial and economic revival has risen Rapidity in economic growth is certainly expected.

Its jewel in the crown, Rajula new spinning unit is now fully stabilised and the Company is expecting 90% utilization in the coming year.

Further with growth picking up domestically and inflation settling down, we expect consumer demand to grow at a good pace. Last year the value added garments division could just manage 10% growth, however this year we look to growth at 25% to 30%.

However there are two threats which could impact the Company i.e. Currency appreciating lower than rupees a dollar 60 and the Chinese reducing their local cotton prices too much. Such macro economic factors change so fast, that it is difficult to predict anything – however these two factors may impact yarn exports. The Company has started focusing more on domestic markets for its yarn sales. The Company targets to sell domestically all yarn produced in two spinning mills located at Gajroula and Avinashi in the local markets.

Gujarat mills due to their location, would always enjoy a costing edge in exports over its peers in other parts of the country.

The above average growth in your company turnover last year, has made the Company project a growth of 15% for the current year. The Company targets to reach Rs 1000 crore in the next 2 years. Profit margins would also improve in the coming years.

We start the current year with a lot of hope and optimism of achieving new heights and taking the brand and the company to new levels. The much talked about consumption boom is expected to kick off very soon and we are well poised to take advantage of it. This would also reduce the dependence on exports and de-risk the company from vagaries of exports.

Last but not the least, Company has framed a CSR policy in line with the newly introduced Companies Act, 2013. Also other changes as required by the Act are being undertaken and we re-affirm our commitment to the best level of good corporate governance.

MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013

As required by the Companies Act, 2013, your Company has constituted following committees, namely:

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Reconstitute Stakeholder Relationship Committee

- Sexual Harassment of Employees at Workplace Committee

AWARDS AND RECOGNITION

Your company was selected as one of the 30 Small giants of India. This Award is initiated by India SME Forum and NDTV Profit.

DIRECTORS

Smt. Jyoti Jain, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

The Board of Directors at their meeting held on 21st May, 2014 appointed Shri Mahesh C. Mehta as an Additional Independent Director of the Company. Board has also appointed Shri Sunil Mahnot as an Additional Director until in company''s employment and upto Boards pleasure .

Pursuant to Section 149 and other applicable provision of the Company''s Act, 2013, your Board is seeking appointment of Shri V. R. Mehta, Shri Navratan Dugar, Dr.(Prof.) V. K. Kothari and Shri Mahesh C. Mehta as Independent Directors for five consecutive years for a term upto 31st March, 2019 subject to Board''s pleasure.

Details of the proposal for appointment of Independent Director and Whole Time Director are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 35th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3C) 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 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 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 in accordance 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) 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) 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.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

The Audit Committee and the Board of Director recommends the re-appointment of M/s Doogar & associates, Chartered Accountant, as the Auditors of the Company.

PUBLIC DEPOSITS

Keeping in view amended provisions under the Companies Act, 2013 and rules made thereunder, Company has discontinued acceptance first of Fixed Deposit w.e.. 01.04.2014. Outstanding Fixed Deposit of Rs.1669 Lakhs will be paid on or before 31 March, 2015.

PERSONNEL

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 219(I) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company''s Registered Office.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record 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 with confidence.

For and on behalf of the Board Sd/- Place: New Delhi (Dr. RIKHAB C. JAIN) Date: 21.05.2014 CHAIRMAN

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Mar 31, 2013

The Directors have pleasure in presenting the 34th (Thirty Four) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS 2012-13 2011-12 (Rs. In lakh) (Rs. In lakh)

Sales / Income from operations 50284.33 39575.37

Profit before interest, Depreciation and Tax 5330.83 2708.67

Financial Charges 3313.23 2692.78

Depreciation 1161.29 1113.40

Provision for Income Tax / Deferred Tax 201.08 (880.44)

Profit / Loss after Tax 655.23 (-) 217.07

Balance brought forward from previous year 157.94 374.18

TOTAL 813.17 157.11

Appropriation:

Dividend & Distribution Tax 251.52 (0.83)

Transferred to / from General Reserve 300.00 NIL

Balance Carried forward 261.65 157.11

TOTAL 813.17 157.94

DIVIDENDS

Your Board recommend dividend @10% (Rs.1/- Per Share of the Face Value of Rs.10/- each) on the paid up Share Capital of the Company for the year ended 31st March, 2013.

REVIEW OF OPERATIONS

In 2012-13 the Company has managed to turn around and stabilize despite the slow global and Indian economy. The Company earned a PAT of Rs.6.55 Crores against a loss of Rs 2.17 crores in the last year. The turnover of the Company also went up by 28% to Rs. 503 crores. More important the operating EBITDA (before other income) is Rs.52.92 crores as against Rs.18.80 Crores last year.

The Company managed this turn around despite poor domestic and global conditions, due to aggressive marketing of yarn in China, strong marketing push of its branded knitwear in the domestic market/ Middle East and product expansion in the value added knitwear segment. It was supported by the range bound cotton prices for most of the year. It can proudly claim that its products have reached 62 countries spanning 5 continents and the Company continuously strives to expand markets both in terms of width and volume.

The Company has completed all its ongoing expansion projects. The new 25200 spindles spinning mill in Rajula, Gujarat has been completed in April, 2013 and has just started Commercial production. This unit would be able to avail of the various incentives provided in recently announced Gujarat Textile Policy, 2012. Apart from benefits of electricity rebate, VAT exemption, the biggest benefit would be the 7% interest subsidy, which the project would enjoy for the next 5 years (over and above the 4% interest subsidy under TUF). This unit buoyed with the attractive policy of Gujarat and the locational advantage (next to cotton growing areas and port) is expected to be the most profitable unit of the company.

The Company is facing higher energy costs due to the increase in power tariffs and hike in diesel prices. In order to moderate the impact, the Company has started buying power from IEX and 3rd party producers wherever possible. This lead to some moderation in the ever increasing energy costs. The Company is also going for state of the art automation systems to reduce labour requirement due to increasing wage levels and more important the difficulty in labour availability across the year.

Over the last few years, the Company has been working towards improving its contribution of domestic sales and also the % of value added branded knitwear business. The % of domestic sales has increased to 45% from 20% a few years back. Similarly the % of knitwear segment has gone up to 20% from 10% a few years back. We hope to improve these % to 50 and 25 respectively in the coming 2 years.

In order to strengthen its branded value added domestic business, the company has adopted a new slogan – " Zindagi is Good" to align itself with the changing consumer preferences. It has also introduced and expanded its range of products for men, woman and kids. The Company has almost doubled its advertisement budget this year in its efforts to reach out to the masses. It has also launched online shopping and stepped up its expenditure on digital marketing.

The Company is going slow on fresh capital projects as though operations are stable at the moment, the environment still is uncertain. Volatility is still there on the raw material and currency front, hence focus is on the relatively stable, low capital intensive value added segment. The removal of excise duty on garments in the Budget 2013 has further improved the prospects of growth and margin expansion in this segment.

FUTURE OUTLOOK

The worst is over and the company has managed to cover up the set back of 2011-12. The depreciating rupee, reasonable cotton prices have created a favourable situation for cotton yarn. Further the expected good monsoons, lower inflation and the removal of excise bodes well for the domestic garments demand. However with global growth still muted, political uncertainty and volatility in all areas – its difficult to predict precisely how well the Company would do in 2013-14. However we are confident that it would be better than the last year.

The start of the new spinning mill in Rajula, Gujarat should bring substantial profits to the Company due to the favourable yarn market and the interest subsidy of 11% due to the TUF scheme of Central Government and Gujarat Textile Policy. Further power costs have moderated for Gujarat operations, with the Company being able to purchase power from IEX and 3rd party producers of wind power.

The Company plans to continue strongly leveraging its high brand equity and expand markets and products with strong designing, advertisement and merchandising efforts. It expects a growth of 25% for its branded knitwear segment and margin expansion is also expected. The Company sees immense potential in the new distribution channels like institutional selling, e-commerce and is focusing and investing in these channels in a big way.

The yarn and fabric segments are expected to grow at 20% per annum and also margins are expected to be much better than last year.

We are confident that your Company will perform better in all segments of the business. Our emphasis on high margin business and focus on stable business portfolio can be expected to show positive results for the Company and its stake holders. In our effort to exit the volatile commodity business, the Company seeks to sell its cotton ginning unit in Gujarat in the ensuing year.

Your Company intends to install Solar Power Plants offline for localized captive consumption within each Spinning Mills. We hope by 2016 all our mills and manufacturing units will be running 100% on clean Solar / Wind Power energy. This move is to promote eco- sustainability and will certainly be our bit of efforts to "save earth". Our operations in Tamil Nadu already have 100% captive wind power. The Company is also focusing on environmental friendly yarns like organic, BCI, Fair Trade certified.

AWARDS AND RECOGNITION

Your company was awarded the Top 100 SME Award of India for 2012 by the India SME Forum. The Ministry of Micro, Small and Medium Enterprises were one of the support partners of this award program.

DIRECTORS

Shri Navratan Dugar and Shri V. R. Mehta retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) that the 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 or loss of the company for that period.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the Financial Year amounting to Rs.1319.89 Lacs. There were no overdue deposits other than those unclaimed at the year end. .

PERSONNEL

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 219(I) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company''s Registered Office.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record 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 with confidence.

For and on behalf of the Board

Sd/-

Place: New Delhi (Dr. RIKHAB C. JAIN)

Date: 29.05.2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting the 33rd (Thirty Third) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS 2011-12 2010-11 (Rs. In lakh) (Rs. In lakh)

Sales / Income from operations 39575.37 48793.83

Profit before interest, Depreciation and Tax 2708.67 5865.93

Financial Charges 2692.78 2340.76

Depreciation 1113.40 1128.14

Provision for Income Tax / Deferred Tax (880.44) 817.58

Profit / Loss after Tax (-) 217.07 1579.45

Balance brought forward from previous year 374.18 (-) 254.59

TOTAL 157.11 1324.86

Appropriation:

Dividend & Distribution Tax (-) 0.83 250.68

Transferred to / from General Reserve NIL 700.00

Balance Carried forward 157.11 374.18

TOTAL 157.94 1324.86

DIVIDENDS

Your Board could not recommend dividend due to loss during the year.

REVIEW OF OPERATIONS

The year 2011-12 was one of the most difficult year not only for the Company but worldwide textile industry and in many ways even worse than 2008-09. Cotton and yarn prices after touching an all time high in March 2011, suddenly crashed worldwide by over 35% in a short period of two months leaving the whole industry dazed.

This followed by uncertainty in the global market due to European crisis and the imposition of excise duty on garments lead to exceptionally difficult year for all segments of the textile business.

The extreme volatility in the currency in the second half of the year further worsened matters. Last but not the least Policies changes regarding exports of raw cotton and yarn, and reduction of export incentives remained the biggest culprit for the extreme volatility in global textile market.

The year saw the turnover of the Company plunge from Rs.485 Crores to Rs. 382 Crores i.e. a 21% fall due to poor demand and basic selling prices coming down. Due to the reasons mentioned above, the Company booked a loss of Rs.2.17 crores after taxes.

Over the last 2 years, your company has been paying more emphasis on its branded knitwear business. The contribution of this segment increased to 20% of turnover compared to 17% last year. This was despite the fact that due to excise, we lost almost 3 months sales. The turnover of all other divisions reduced due to both lower volumes and prices..

As a part of its strategy to slowly exit the cotton fibre business, the Company sold its ginning factory at Gondal, Gujarat for Rs.18.75 crores. The Company also plans to sell its ginning factory at Rajula, Gujarat and exit the volatile cotton commodity business fully and focus on the stable value added business. This crop year, Rajula Ginning Factory was not operated, otherwise it would have further worsened the scenario.

The Company has almost completed its Rs 20 crore garment expansion project in Avinashi. Further it has introduced many new products in its casual wear segment.

This year has broadly been a year of caution and fire fighting. It was difficult to implement new initiatives and push for growth.

Losses during the year has occurred mainly due to worldwide fall in cotton value chain since April, 2011, currency volatilities, increase in interest rates, Power rates and withdrawal of export subsidies and increase in taxes.

FUTURE OUTLOOK

The worst is almost over and the company is expected to cover up the set back in the first half of the current year itself. The depreciating rupee, falling cotton prices with low production of yarn across the country due to labour & power issues has created a favourable situation for cotton yarn. However with the global uncertainty so high, non clarity of Government policies - its difficult to predict precisely. We hope for the best.

The Government TUF scheme for textiles has expired in March 2012, and all are waiting for the new policy announcement. However the Company has no major expansion plans for this year, though the Rs 100 crore spinning expansion project at Rajula (Gujarat) is going on and is expected to be completed by March 2013. TUF sanctions for this project had already been confirmed in time.

The Company during the preceding year, due to slow demand and excise issues, had to go slow on its knitwear business. However this year once again the Company is looking for 50% growth in this segment. It is planning to go for a totally new ad campaign and put extra thrust on electronic and press media. The Company is also planning to focus on setting up exclusive shops in a big way, e-commerce and digital marketing through social media.

The Company plans to leverage its strong brand equity and expand over markets and products with strong designing, advertisement and merchandising.

The yarn and fabric segments are expected to grow at 20% per annum, however margins are expected to be much better than last year.

We are confident that your Company will be back on the growth path after a watershed year. Our emphasis on high margin business and focus on stable business portfolio can be expected to show positive results for the Company and its stake holders.

Your Company intends to install Solar Power Plants offline for localized captive consumption within each Spinning Mills. We hope by 2016 all our mills and manufacturing units will be running 100% on clean Solar / Wind Power. This move is to promote eco-sustainability and will certainly be our bit of efforts to "save earth" and to "save trees"

AWARDS AND RECOGNITION

During the year Brand "T.T." has been awarded with MASTER BRAND STATUS BY CMO ASIA (AFFILIATED OF CMO COUNCIL, USA).

DIRECTORS

Shri Sanjay Kumar Jain and Dr. (Prof.) V. K. Kothari retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) that the 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 or loss of the company for that period.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

Auditors observation in Clause (f) of Audit Report is explained in note no-33 to Financial Statements.

PUBLIC DEPOSITS

Fixed Deposits received from Shareholders, Employees and Public in general as at the close of the Financial Year amounted to Rs.666.38 Lacs. Deposits of Rs.2.40 Lacs which fell due for repayment before the close of the financial year, remain unclaimed by the depositors at the close of the Financial Year. There were no overdue deposits other than those unclaimed at the year end.

PERSONNEL

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which form a part of this report. However as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company's Registered Office.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record 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 with confidence.

For and on behalf of the Board

Sd/-

Place: New Delhi (Dr. RIKHAB C. JAIN)

Date: 31.05.2012 CHAIRMAN

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 32nd (Thirty Second) Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULT 2010-2011 2009-2010 (Rs. In lakh) (Rs. In lakh)

Sales 48662.65 35360.33

Profit before interest, Depreciation, and Tax 5866.17 3467.72

Financial Charges 2341.00 1908.97

Depreciation 1128.14 955.58

Provision for Income Tax/ Deferred Tax 817.58 (-)444.09

Profit / Loss after Tax 1579.45 1047.25

Balance brought forward from previous year (-)254.59 (-) 1301.84

TOTAL 1324.86 (-) 254.59

Appropriation

Dividend & Distribution Tax 250.68 NIL

Transferred to General Reserve 700.00 NIL

Balance Carried forward 374.18 (-)254.59

TOTAL 1324.86 (-)254.59

DIVIDENDS

Your Directors have pleasure to recommend dividend @ 10% ( Re 1 per share) for the year 2010-11 (Rs. NIL for 2009-10).

REVIEW OF OPERATIONS

The year 2010-11 was the best year ever for your company. Its turnover grew from Rs.354 crore to Rs.487 crore i.e. a 38 % increase. Its profit before deferred taxes went up by 297%. Your company was able to use its strengths to leverage the turn round in the global economy and make the most of it. There was an unprecedented rise in raw cotton prices due to a demand-supply mismatch arising from crop failures in Pakistan/China, which had a cascading impact on the entire textile chain. The integrated nature of the company made it benefit from the same and post an all time high net profit of Rs.15.79 crores.

Your company has shifted emphasis in this year and will keep doing so, in future as well, from commodity based Fibre to more value added segments of the textile chain. In line with having a more balanced and stable product portfolio and a balanced market between domestic and exports - the Company has entered into an agreement to sell its ginning/oil undertaking in Gondal, Gujarat for Rs 18.75 crores and invest Rs 150 crores into yarn, fabric and garments Production. It also plans to sell its other ginning factory based in Rajula to exit the volatile commodity type cotton fibre business in total and focus on more stable value added business.

The Company has increased turnover of its knitwear segment by 50% this year despite the very difficult situation in the market due to all time high rise in yarn prices resulting in lower to flat growth rates in consumption. The Company doubled its advertisement budget and introduced many new products in the kids and ladies segment of inner and casual wear. It also launched online shopping through its website www.ttgarments.com.

The major steps taken by the Company in this year were:

- Greater emphasis on domestic sales both in absolute terms and as a percentage of total turnover.

- More focus on value added products like innerwear and casual wear.

- Brand building through electronic and print media to give boost to domestic sales.

- Reduced exposure to commodity business like raw cotton fibre

- Increasing internal capacity of fabric and other backward integrated segments to realize higher added value.

- Setting up exclusive “T T” shops to come closer to the final consumer and establish presence in the growing retailing business.

- Introduction of new, value added products by entering the premium segment of garments under brand name “COCO TREE” and organic products viz. “Green range”.

- Tying up with all the major organized retail chains to establish presence in the fastest growing distribution channel.

- Introduced value added yarn like Organic and Recycled products. Your company is also in the process of getting Fair Trade Registration.

All these measures has made the Company achieve highest ever profitability and profit in both absolute and percentage terms.

The Company would have performed much better, but was inhibited due to sudden changes in Government policies. The Government suspended exports of yarn from December 1, 2010 to March 15, 2011 leading to a significant loss in export revenues. Export incentives were also removed on yarn during the year leading to lower margins. Further in March 2011 the Govt imposed excise duty on garments leading to loss of sales for March 2011 for that segment. However despite the above issues, the company was able to perform well.

It also completed the implementation of its ERP system. This marked a significant step towards more efficient system and internal controls of sales, purchases, inventory and finances.

FUTURE OUTLOOK

Cotton and yarn prices reached an all time high in a very short period. This has lead to shifting in demand to other fibres and also price elasticity of demand has come into play. The first quarter is going to be challenging as there is an expected correction in prices due to the Projected bumper crop of cotton in 2011-12 and slow down in demand due to high prices. Your company has brought down its inventory levels and is moving slowly and with due caution till things stabilise in the coming days

The strength of India as a country is growing in the global textiles world in the cotton segment. After a stagnant first quarter, high growth rates are expected as consumption picks up once prices settle down and consumers come back to the market to spruce up the dwindled pipeline inventory.

The Government had suspended the Textile Upgradation Fund (TUF) in May 2010, and reinstated the same in April 2011. This scheme is operative till March 2012. Your Company has chalked out a Rs 150 crore expansion plan to take advantage of the scheme. It is investing Rs 25 crore in a garment manufacture unit in Tirupur, Rs 100 crore in spinning facility in Rajula, Gujarat and Rs 15 crore in a PP yarn facility in Gajroula, UP and the balance Rs 10 crore for modernisation of existing facilities.

Your company also plans to double its advertisement budget in the coming year . It will leverage brand strenght and focus on more value added products in its knitwear category to capitalise on the booming domestic demand.

We are confident that your Company is set to achieve new heights. We are glad that the management's policy of dynamic adaptability has paid dividends and set the path of strong and fast growth. Our emphasis on high margin business and focus on stable business portfolio can be expected to show positive results for the Company and its stake holders.

DIRECTORS

Shri V. R. Mehta and Smt. Jyoti Jain retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) that the 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 or loss of the company for that period.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adherence 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.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

Auditors observation in Clause (f) of Audit Report is explained in note no.B-7 to Schedule 15-Notes to Accounts

PUBLIC DEPOSITS

The company has not accepted deposits from public. The information as per directions of Reserve Bank of India is given below:

i) Total number of depositors whose deposits have not been claimed or paid by the company after the date on which the deposit become due Nil

ii) Total amount due to the depositors and remaining unclaimed or unpaid Nil

PERSONNEL

Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 219(I) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company's Registered Office.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, banks, financial institutions, depositors, customers and suppliers of the company for their continued valued support. The Directors look forward to a bright future with confidence.

For and on behalf of the Board

Sd/- (Dr. RIKHAB C. JAIN) CHAIRMAN

Place: New Delhi Date: 11.07.2011

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Mar 31, 2010

The Directors have pleasure in presenting the 31st (Thirty First) Annual Report of the Company together with the Audited Accounts for the year ended March 31,2010.

FINANCIAL RESULT 2009-2010 2008-2009 (Rs. In lakh) (Rs. In lakh) Sales 35360.33 24410.65

Profit before interest, Depreciation, and Tax 3467.72 (-)1060.16

Financial Charges 1908.97 1786.77

Depreciation 955.58 777.37

Provision for Income Tax/FBT/Deferred Tax (-) 444.09 (-)826.50

Profit after Tax 1047.25 (-)2797.81

Balance brought forward from previous year (-) 1301.84 487.83

TOTAL (-) 254.59 (-)2310.03

Appropriation

Transferred to General Reserve NIL (1008.19)

Balance Carried forward (-) 254.59 (-)1301.84

TOTAL (-) 254.59 (-)2310.03

DIVIDENDS

Your Board could not recommend dividend for the year 2009-10 in view of carried forward setback pertaining to recession year 2008-09.

REVIEW OF OPERATIONS

The year 2009-10 has shown the strength of the Indian economy. Despite severe economic crisis globally, the Indian economy was able to shrug off the same and has been able to come out of woods. Rise in domestic demand in emerging economies like Chinese and Indian and other BRIC economies has pulled the world out of recession. Global uncertainty is still very high, and is expected to stay so for the next year or so. However, your Company has been able to adjust itself and come out of the recession with flying colours. During the financial year ending 31.03.2010 Company has diversified its business operation and focused on high margin products.

In order to derisk our business and reduce its vulnerability to the global turmoil in developed economies, your Company has taken the following steps over the last 15 months:

- Greater emphasis on domestic sales both in absolute terms and as a percentage of total turnover.

- More focus on value added products like innerwear and casual wear.

- Brand building through electronic and print media to give boost to domestic sales.

- Reduced exposure to commodity business like raw cotton fibre

- Increasing internal capacity of fabric and other backward integrated segments to realize higher added value.

- Setting up exclusive "T T" shops to come closer to the final consumer and establish presence in the growing retailing business.

- Introduction of new, value added products by entering the premium segment of garments under brand name "COCO TREE" and organic products viz. "Green range".

- Tying up with all the major organized retaiL chains to establish presence in the fastest growing distribution channel.

- Introduced value added yarn Like Organic and Recycled products. Your company is aLso in the process of getting Fair Trade Registration.

The results of all these measures has lead to a sharp turn around and made the Company achieve highest ever profitability in both absolute and percentage terms.

The slow but steady recovery across the globe has lead to an increase in demand of textile products globally. Your Company has been abLe to get a premium on its products and manage its costs prudently leading to this excellent results despite very difficult times, especially in the first half of the year. Your Company managed to increase its turnover by about 50% and record its highest ever net profit.

FUTURE OUTLOOK

The Company is very confident for the coming year. The beginning months of the current year have been the best ever months for your Company. Barring unforeseen external factors the Company expects to achieve about 40% growth in turnover and substantially higher profits. In terms of its various products, maximum growth of about 100% is expected on the domestic garments business. Other business segments are expected to grow by about 20%.

All the growth in this year would be without any major fixed capital requirement. The main requirement would be for working capital due to increased volumes and high price increases caused by inflationary upsurge. Apart from its existing business, the Company is planning to increase it presence in the "Clean Energy" segment. The Company is already operating 3 wind mills aggregating 3.75MW. It plans to make a major foray in clean power generation in the coming years.

We are confident that with the resurgence of India, your Company is set to achieve new heights and targets. We are glad that the managements policy of dynamic adaptability has paid dividends and set the path of strong and fast growth. Our emphasis on high margin business and focus on stable business portfolio would show positive results for the Company and its stake holders. Your Board is confident of wiping out completely carried forward setback within the first half of the current year.

DIRECTORS

Shri Navratan Dugar and Shri V K Kothari retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors report as under:

i) thatin the preparation of the annual accounts, the applicable accounting standards have been folLowed.

ii) that the 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 or Loss of the company for that period.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance alongwith Auditors Certificate on its compliance is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the stock exchanges is presented as a separate section forming part of this report.

AUDITORS AND THEIR OBSERVATIONS

M/s Doogar & Associates, Chartered Accountants, who have been the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

The company has not accepted deposits from public. The information as per directions of Reserve Bank of India is given below:

i) Total number of depositors whose deposits have not been claimed or paid by the company after the date on which the deposit become due

Nil

ii) Total amount due to the depositors and remaining unclaimed or unpaid

Nil

PERSONNEL

Information as perSection 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Companys Registered Office.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed herewith and forming part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are greateful to shareholders, banks, financial institutions, depositors, customers and suppliers of the company for their continued valued support. The Directors look forward to a bright future with confidence.

For and on behalf of the Board Sd/-

Place: New Delhi (Dr. RIKHAB C. JAIN) Date: 29.05.2010 CHAIRMAN & MANAGING DIRECTOR