This is a disclosure made by TT Limited under Regulation 30 read with Schedule III to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The disclosure concerns the lapse and forfeiture of 8,00,000 convertible warrants that were issued on a preferential basis to non-promoter category investors. The warrants were originally allotted on December 16, 2024, at an issue price of ₹122 per warrant, aggregating to ₹9.76 crore.

In accordance with the terms of issue and Regulation 162 of the SEBI ICDR Regulations, 2018, warrant holders were required to pay 25% of the issue price (₹30.50 per warrant) upfront at the time of allotment. The balance 75% of the issue price (₹91.50 per warrant) was payable upon exercise of the warrants within 18 months from the date of allotment, i.e., on or before June 15, 2026.

The company did not receive the balance 75% consideration from the warrant holders by the stipulated deadline. Consequently, the outstanding warrants have lapsed upon the expiry of the exercise period on June 15, 2026.

Effective from June 16, 2026, the upfront subscription amount received at the time of allotment, being 25% of the total issue price and amounting to ₹2,44,00,000 (₹2.44 crore), stands forfeited. This action is in line with Regulation 169(3) of Chapter V of the SEBI ICDR Regulations.

As a result of the lapse, the warrant holders cease to have any rights or entitlement to seek conversion of the warrants into equity shares of the company. The disclosure explicitly states that there will be no change in the paid-up share capital of the company due to this event. The amount forfeited will be retained by the company and accounted for in accordance with applicable accounting standards.

This matter is scheduled to be taken up at a forthcoming meeting of the Board of Directors for necessary resolutions.

Annexure Details (Annexure A)

  • Type of issuance: Preferential Allotment
  • Total number of warrants originally allotted: 8,00,000
  • Issue price per warrant: ₹122
  • Date of allotment: December 16, 2024
  • Tenure: 18 Months (up to June 15, 2026)
  • Number of warrants exercised: Nil
  • Number of warrants lapsed: 8,00,000
  • Amount forfeited: ₹2,44,00,000
  • Change in capital structure: Nil

Warrant Holder Details (Table-I)

| S. No. | Name of Warrants Holders | Number of Warrants allotted / lapsed | Amount Forfeited (₹) (25% upfront) |

| 1. | VASM Consultants Private Limited | 2,00,000 | 61,00,000 |

| 2. | Subhash Phootarmal Rathod | 6,00,000 | 1,83,00,000 |