Document Dates

27th May, 2026 (Financial Statements) and 01st September, 2026 (AGM Notice)

Comprehensive Summary

Financial Performance Highlights (FY26 vs. FY25)

TTI Enterprise reported a significant deterioration in financial performance for FY26, with a net loss of ₹141.14 lakh (₹1.41 crore), reversing from a net profit of ₹91.04 lakh in FY25. Key financial metrics show:

  • Revenue from Operations: Declined to ₹246.31 lakh from ₹284.03 lakh, consisting solely of Interest Income
  • Total Expenses: Increased sharply to ₹364.37 lakh from ₹192.86 lakh, driven by administrative and other expenses of ₹246.12 lakh
  • Profit/(Loss) before tax: Loss of ₹(118.06) lakh compared to profit of ₹91.18 lakh
  • EPS: (₹0.06) per share vs ₹0.04 per share
  • Net Worth: Declined to ₹2,627.08 lakh from ₹2,768.22 lakh

Strategic Business Transition

The Company has undergone significant strategic transformation by amending its Main Object Clause to discontinue erstwhile NBFC business and commence wholesale trading operations including wholesale of food, beverages, tobacco, agricultural raw materials, and precious metals/jewelry. Application for voluntary surrender of NBFC Certificate of Registration was filed with RBI but stood rejected, with the company in process of making fresh application.

Key Audit Matter

Auditors identified "Recoverability of Accrued Interest Income on Loans" as a Key Audit Matter due to material unsecured loans of ₹2,158 lakh (gross) and the significant management judgment involved in assessing expected credit losses and future recoveries, particularly regarding NCLT/legal proceedings and realizable value of underlying assets.

Board and Management Changes

Appointments during FY26:

  • Mr. Hemant Agarwal as Executive Director from 04-Nov-2025
  • Mr. Kushal Agrawal as Independent Director from 12-Feb-2026
  • Mr. Shashank Suhalka as Independent Director from 12-Feb-2026 (resigned 02-Jul-2026)
  • Mr. Ashish Goenka as CFO from 20-Feb-2026
  • Mr. Nikhil Gehlot as Independent Director from 02-Jul-2026
  • Mr. Mithun Wales as Managing Director from 02-Jul-2026

Resignations during FY26: Multiple directors and officers including former Managing Director Sabu Thomas, CFO Nikhil Kombath, and several independent directors.

AGM Resolutions Proposed

Ordinary Business: Adoption of financial statements and re-appointment of Mr. Hemant Agarwal.

Special Business: Multiple significant approvals sought including:

  • Appointment of Mr. Gourav Saraf as Secretarial Auditor
  • Regularization and appointment of Mr. Mithun Wales as Managing Director with remuneration up to ₹15 lakh p.a.
  • Regularization of Mr. Nikhil Gehlot as Independent Director
  • Revision in remuneration of Mr. Hemant Agarwal as Executive Director up to ₹12 lakh p.a.
  • Approval for loans/investments/guarantees up to ₹1,000 crore under Section 186
  • Approval for borrowing limits up to ₹1,000 crore under Section 180(1)(c)
  • Approval to avail convertible loans from four related entities up to ₹100 crore each
  • Approval for material related party transactions with three entities up to ₹1,000 crore

Regulatory Compliance Issues

The company faced multiple regulatory challenges including:

  • Warning letter from BSE regarding appointment of qualified company secretary
  • Fines totaling ₹1,67,560 for non-compliance with committee constitution requirements
  • Fines for delays in submission of Shareholding Pattern (₹4,720) and Annual Report (₹2,360)
  • Structured Digital Database compliance issues noted by Secretarial Auditor

Other Material Developments

  • Multiple office relocations during December 2025 to May 2026 with reported loss/misplacement of statutory records
  • Reclassification of promoters approved by BSE
  • Delisting from Calcutta Stock Exchange approved w.e.f. 22-May-2026
  • Change of RTA from Niche Technologies to Purva Sharegistry
  • Loan exposure of ₹3.10 crore outstanding to borrower undergoing insolvency proceedings before NCLT

Voting Arrangements

E-voting period from 25-Sep-2026 to 27-Sep-2026, with cut-off date for voting rights on 21-Sep-2026 and share transfer books closed from 22-Sep-2026 to 28-Sep-2026.