Company Response and Regulatory Compliance

Total Transport Systems Limited held its Board Meeting on May 21, 2026, from 11:30 AM to 5:30 PM via video conferencing. The meeting was deemed to be held at 7th Floor T-Square Opp Chandivali Petrol Pump, Sakinaka Andheri (East) Mumbai City MH 400072. The disclosure is made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and references SEBI Circular no. SEBI/ HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Financial Results Approval and Clarification

The Board considered and approved the following items:

1. Audited Financial Results: Approved the Audited Financial Results for the quarter and financial year ended March 31, 2026, along with the draft Statutory Auditor's Report pursuant to Regulation 33 of the SEBI Listing Regulations.

2. Disinvestment Approval: Approved the proposal for disinvestment of the entire 60% stake held by the Company in R N Freight Forwarders Private Limited, a subsidiary. Consequently, R N Freight Forwarders Private Limited will cease to be a subsidiary of the Company.

Trading Window Closure

In view of the Board Meeting, the Trading Window for dealing in shares of the Company was closed for all Directors, Key Managerial Personnel (KMPs), Designated Employees, and Connected Persons of the Company from April 1, 2026, until 48 hours after the declaration of Audited Standalone and Consolidated Financial Results for the quarter and year ended March 31, 2026 (both days inclusive). This was in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, and the Company's Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders.

Declaration of Unmodified Audit Opinion

Detailed Financial Performance (Standalone)

Income Statement Highlights (Amounts in INR Lakhs):

  • Q4 FY26 (Audited) vs Q4 FY25 (Audited): Revenue from Operations decreased to 12,581.64 from 12,965.95; Total Income decreased to 12,670.06 from 13,075.69; Profit Before Tax decreased significantly to 58.99 from 493.40; Net Profit for the period decreased to 43.00 from 365.89.
  • Full Year FY26 (Audited) vs FY25 (Audited): Revenue from Operations decreased to 50,450.36 from 55,636.72; Total Income decreased to 50,734.87 from 56,026.34; Profit Before Tax decreased to 960.18 from 1,501.55; Net Profit for the year decreased to 709.70 from 1,129.45.
  • Earnings Per Share (EPS): Basic and Diluted EPS for FY26 stood at ₹4.40, down from ₹7.00 in FY25. For Q4 FY26, EPS was ₹0.27, down from ₹2.27 in Q4 FY25.
  • Other Comprehensive Loss: Items not to be reclassified to profit or loss included a remeasurement loss on defined benefit plans of (142.14) for Q4 FY26 and FY26.

Balance Sheet Highlights (Standalone as of March 31, 2026):

  • Total Assets: Increased to 18,903.17 from 17,391.25 (Previous Year).
  • Equity: Total Equity increased to 11,494.59 from 10,911.42.
  • Liabilities: Total Liabilities increased to 7,408.58 from 6,479.83.

Detailed Financial Performance (Consolidated)

Income Statement Highlights (Amounts in INR Lakhs):

  • Q4 FY26 (Audited) vs Q4 FY25 (Audited): Revenue from Operations was 15,468.69 (vs 15,625.22); Profit Before Tax was 43.05 (vs 422.24); Net Profit for the period was 28.56 (vs 581.00).
  • Full Year FY26 (Audited) vs FY25 (Audited): Revenue from Operations was 62,158.53 (vs 66,524.48); Profit Before Tax was 1,081.38 (vs 966.19); Net Profit for the year was 787.06 (vs 881.41).
  • Earnings Per Share (EPS): Basic and Diluted EPS for FY26 stood at ₹4.83, down from ₹5.54 in FY25. For Q4 FY26, EPS was ₹0.22, down from ₹3.60 in Q4 FY25.

Balance Sheet Highlights (Consolidated as of March 31, 2026):

  • Total Assets: Increased to 19,126.53 from 17,291.79.
  • Equity: Total Equity increased to 9,052.26 from 8,345.20.
  • Liabilities: Total Liabilities increased to 10,074.27 from 8,946.59.

Segment Reporting (Consolidated for FY26):

The Group operates in three reportable segments:

1. Multimodal Transport Operations: Revenue: ₹50,574.41 Lakhs; Segment Result: ₹725.11 Lakhs.

2. Last Mile Delivery Operations: Revenue: ₹11,211.81 Lakhs; Segment Result: ₹29.81 Lakhs.

3. CHA Activity: Revenue: ₹546.31 Lakhs; Segment Result: (₹39.60) Lakhs.

Disinvestment Details (Annexure A)

The disinvestment of the 60% stake in R N Freight Forwarders Private Limited is detailed as follows:

  • Financial Contribution (FY 2025-26): The subsidiary contributed INR 546.31 Lakhs (0.88%) to the consolidated turnover and had a negative net worth of INR -70.93 Lakhs (-0.78%).
  • Agreement Date: No agreement had been entered into as of the disclosure date.
  • Expected Completion: The expected date of disinvestment is June 30, 2026.
  • Consideration: The total consideration for the disinvestment is INR 2,46,000/- (Two Lakh Forty-Six Thousand Only), to be received in a single tranche.
  • Buyer Details: The buyer is Mr. Rajesh Sharma, a shareholder and director on the board of R N Freight Forwarders Private Limited. He does not belong to the promoter/promoter group or any group companies of Total Transport Systems Limited.
  • Related Party Transaction: The transaction qualifies as a Related Party Transaction.
  • Nature of Sale: It is not a slump sale, and the provisions regarding schemes of arrangement (Regulation 37A) are not applicable.

Topic Tags: Regulatory Compliance, Financial Results, Subsidiary Disinvestment, Board Meeting, SEBI LODR, Insider Trading, Audit Report