Your directors have pleasure in presenting the 46th (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-?-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/yarnimportsdifficultand 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, flatdomestic 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 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. s, better
processingfiber Newproductdevelopment finishes, allbasedonMMFperformance 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 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 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
Certificateon 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 sufficientcare 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:
Embed the management of risk as an integral part of its business
processes;
Establish an effective system of risk identification, analysis and
treatment
Make informed decisions. or financial Avoidexposuretosignificant
loss;
Assess the benefits and costs of implementation of available options
and controls to manage risk.
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 (IEPF)
During the year under review no unclaimed Dividend was pending for
transferred to Investor Education and Protection Fund (IEPF) account.
21. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements.
During the year, such controls were tested and no reportable material
weakness in the design or operation was observed.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The Company has not given any loan or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
23. WEBLINK OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st
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 31st
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
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 31st 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 23rd 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 31st 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 policy for prevention of sexual
harassment at workplace and the Company has also constituted the Internal Complaint
Committee in Compliance with the requirement of Sexual Harassment of Women at Work Place
(Prevention, Prohibition & Redressal) Act, 2013.
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. by the Regulators or Courts or Tribunals which impact d. Nosignificant the going
concern status and Company's operations in future. e. Company does not have any
subsidiary, Joint Venture and Associates. f. There have been no material change(s) and
commitment(s) affecting the financial position of the Company between the end of the
financialyear 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: 21st May, 2025 |
DIN:01736303 |
DIN:06819974 |
|