TTI Enterprise Ltd

AGM details

• AGM held on 28-09-2026 via VC/OAVM, 10:07–10:33 AM.
• Record date: 21-09-2026; last date for postal ballots: 28-09-2026.
• Public attendees via VC: 43; promoters: 0.
• Total shareholders on record: 7,823.

Resolutions put to vote

• Receive, consider and adopt audited financial statements for the year ended 2026.
• Re-appoint Hemant Agarwal as director by rotation.
• Appoint Gourav Saraf as Secretarial Auditor.
• Regularise Mithun Wales as Executive Director.
• Appoint Mithun Wales as Managing Director.
• Regularise Nikhil Gehlot as Non-Executive Independent Director.
• Revise Hemant Agarwal's remuneration as Executive Director.
• Approve loans/investments and guarantees up to Rs 1000 crore under Section 186.
• Approve borrowing limits under Section 180(1).
• Mortgage/sell/charge assets as security for borrowing.
• Avail loan from ReaLEARTH EcoFarms India Pvt Ltd with conversion option.
• Avail loan from Real One Multitrade India Pvt Ltd with conversion option.
• Avail loan from Centreal Biofuels Limited with conversion option.
• Avail loan from Aries Industrial Park Private Limited with conversion option.
• Approve material related party transactions with ReaLEARTH EcoFarms India Pvt Ltd.
• Approve material related party transactions with Real One Multitrade India Pvt Ltd.
• Approve material related party transactions with Centreal Consultancy Services Private Limited.

Voting results

• Resolution 1 passed; assent 99.82%, dissent 0.18%.
• Resolution 2 passed; assent 99.82%, dissent 0.18%.
• Resolution 3 passed; assent 99.82%, dissent 0.18%.
• Resolution 4 passed; assent 99.82%, dissent 0.18%.
• Resolution 5 passed; assent 99.82%, dissent 0.18%.
• Resolution 6 passed; assent 99.82%, dissent 0.18%.
• Resolution 7 passed; assent 99.82%, dissent 0.18%.
• Resolution 8 passed; assent 99.82%, dissent 0.18%.
• Resolution 9 passed; assent 99.82%, dissent 0.18%.
• Resolution 10 passed; assent 99.82%, dissent 0.18%.
• Resolution 11 passed; assent 99.66%, dissent 0.34%.
• Resolution 12 passed; assent 99.62%, dissent 0.38%.
• Resolution 13 passed; assent 99.82%, dissent 0.18%.
• Resolution 14 passed; assent 99.82%, dissent 0.18%.
• Resolution 15 passed; assent 99.66%, dissent 0.34%.
• Resolution 16 passed; assent 99.62%, dissent 0.38%.
• Resolution 17 passed; assent 99.82%, dissent 0.18%.

Director changes

• Hemant Agarwal reappointed as Director (rotational).
• Mithun Wales appointed as Executive Director and Managing Director.
• Nikhil Gehlot appointed as Non-Executive Independent Director.

Auditors

• Secretarial Auditor appointed: Gourav Saraf (COP 18106).

Material related party transactions

• Approved material related party transactions with ReaLEARTH EcoFarms India Private Limited.
• Approved material related party transactions with Real One Multitrade India Private Limited.
• Approved material related party transactions with Centreal Consultancy Services Private Limited.

Financing and other approvals

• Loans/investments and guarantees up to Rs 1000 crore approved under Section 186.
• Borrowing limits approved under Section 180(1).
• Mortgage/charge on assets for borrowing approved.
• Loans from multiple lenders with option to convert to equity or preference shares.

AGM Details

• Date: 28 September 2026; Time: 10:00 AM; Mode: VC/OAVM.
• Meeting conducted through video conferencing; no physical venue.

Resolutions Presented

• Adopt audited financial statements for year ended 31 March 2026.
• Reappoint Hemant Agarwal by rotation as director.
• Appoint Gourav Saraf as Secretarial Auditor.
• Regularise Mithun Wales as Executive Director.
• Appoint Mithun Wales as Managing Director.
• Regularise Nikhil Gehlot as Non-Executive Independent Director.
• Increase Hemant Agarwal's remuneration as Executive Director.
• Approve loans/investments and guarantees up to Rs 1,000 crore.
• Approve borrowing limits under Section 180(1)(c).
• Mortgage/charge assets to secure borrowings.
• Avail loan from ReaEarth EcoFarms India with conversion option.
• Avail loan from Real One Multitrade India with conversion option.
• Avail loan from Centreal Biofuels with conversion option.
• Avail loan from Aries Industrial Park with conversion option.
• Approve material RPT with ReaEarth EcoFarms.
• Approve material RPT with Real One Multitrade.
• Approve material RPT with Centreal Consultancy Services.

Voting Status

• Final voting results to be reported by Scrutinizer within two working days.

TTI ENTERPRISE LIMITED - Closure of Trading Window from Thursday, October 01, 2026 till 48 hours after the declaration of the Un-audited Financial Results for the quarter and half year ended September 30, 2026.

AGM schedule and voting

• 45th AGM to be held on 28 Sep 2026 via VC/OAVM.
• Cut-off date for e-voting eligibility: 21 Sep 2026.
• E-voting start: 25 Sep 2026 at 09:00 IST.
• E-voting end: 27 Sep 2026 at 17:00 IST.
• Register of Members and Transfer Books closed 22-28 Sep 2026 (inclusive).

Financial performance

• Revenue from operations FY2025-26: 246.31 Lakhs.
• Total income: 246.31 Lakhs.
• Expenses: 364.37 Lakhs.
• Profit before tax: -118.06 Lakhs.
• Tax expense: 23.08 Lakhs.
• Profit after tax: -141.14 Lakhs.
• EPS (Basic and Diluted): -0.06.
• FY2024-25 revenue: 284.03 Lakhs.
• Dividend: no dividend declared.
• Net cash from operating activities: -117.78 Lakhs.
• Net cash from investing activities: 117.80 Lakhs.
• Cash and cash equivalents at year end: 9.06 Lakhs.

Balance sheet highlights

• Equity share capital: 2,540.44 Lakhs.
• Total equity: 2,627.08 Lakhs.
• Total assets: 2,839.46 Lakhs.
• Borrowings (current): 144.29 Lakhs.
• Cash and cash equivalents: 9.06 Lakhs.

Business model & NBFC status

• Single business segment: trading and investments.
• Main object amended to wholesale trading.
• NBFC CoR surrender rejected; NBFC license remains active.
• No subsidiaries.

Operations & liquidity

• Net cash used in operating activities: (117.78) Lakhs.
• Net cash from investing activities: 117.80 Lakhs.
• Net increase in cash and cash equivalents: 0.02 Lakhs.
• End-year cash balance: 9.06 Lakhs.

Governance & compliance

• Statutory auditors: Mark & Co; unmodified opinion.
• Secretarial auditor: Gourav Saraf; five-year term; ₹50,000 per annum.
• Board meetings held: 12 in FY2025-26.
• Vigil mechanism and whistleblower policy in place; website link.
• RTA changed to Purva Sharegistry; data migration in progress.
• SEBI LODR compliance noted with some prior non-compliances resolved.

Related party transactions

• Real Earth Ecofarms: RPT up to ₹1000 crore.
• Omnibus approvals for RPTs with Real Earth Ecofarms up to ₹500 crore.
• Omnibus approvals for RPTs with Real One Multitrade up to ₹500 crore.
• Loans from related parties up to ₹100 crore.
• Shareholders’ approvals required for material RPTs; related parties cannot vote.

Outlook & risks

• Diversification into wholesale trading; long-term growth prospects.
• Risks: macro, commodity prices, regulatory changes, supply chain disruptions.

Shareholding & dematerialisation

• Promoter holding: 18.74%; Non-promoter: 81.26%.
• Demat shares: 99.82%; Physical: 0.18%.
• RTA change to Purva Sharegistry; data migration in progress.

Key Decisions

• Approved loans or investments and guarantees up to Rs 1,000 crore under Section 186.
• Approved borrowing limit up to Rs 1,000 crore over paid-up capital, reserves, and securities premium.
• To mortgage/charge all or part of assets as security for borrowings.
• Avail loans from multiple lenders with option to convert into equity or preference shares.
• Approve material related party transactions with Realearth Ecofarms India Pvt Ltd.
• Approve material related party transactions with Real One Multitrade India Private Limited.
• Approve material related party transactions with Centreal Consultancy Services Private Limited.
• 45th AGM set for 28 Sep 2026 via VC/OAVM; book closure 22–28 Sep; e-voting.
• Directors' Report for year ended 31 March 2026 approved, including MD&A, Secretarial Audit, CG.
• Appointed Gourav Saraf as Scrutinizer for the 45th AGM.