TTI Enterprise Limited's board of directors held a comprehensive meeting on February 20, 2026, approving multiple strategic decisions that will reshape the company's operational structure and leadership team. The meeting, which commenced at 1:00 PM and concluded at 2:30 PM, addressed key regulatory and governance matters.

NBFC License Surrender and Corporate Restructuring

The board approved a significant strategic decision to surrender the company's Non-Banking Financial Company (NBFC) license to the Reserve Bank of India. This move represents a fundamental shift in the company's business model and regulatory framework.

Leadership Appointments and Changes

The board made several key appointments to strengthen the company's management structure. Ashish Goenka was appointed as Chief Financial Officer with effect from February 20, 2026. Goenka brings extensive experience in accounts, auditing, and taxation across various industries.

Additionally, the board appointed Harshaben Tolaram Bhagwani as Internal Auditor for the financial year 2025-26. Bhagwani holds a Master's degree in Commerce with specialization in Accounts and possesses 5 years of experience in accounting and taxation, along with strong knowledge of financial reporting and compliance requirements.

Director Regularizations and Governance Matters

The board approved the regularization of two Non-Executive Independent Directors. Kushal Agrawal (DIN: 11533036) and Shashank Suhalka (DIN: 09767749) will be regularized in their positions, subject to shareholder approval.

The board also addressed the cessation of Valath Sreenivasan Ranganathan (DIN: 02786224) as director due to disqualification, seeking shareholder ratification for this matter.

Postal Ballot Process

All major decisions will be presented to shareholders through a postal ballot process. The postal ballot will seek approval for:

• Alteration of the existing object clause in the Memorandum of Association
• MOA modifications under Companies Act, 2013
• Surrender of the NBFC license
• Regularization of both independent directors
• Ratification of the director's cessation due to disqualification

Prity Bishwakarma, Proprietor of M/s. Prity Bishwakarma & Co., has been appointed as scrutinizer for the postal ballot voting process. She holds Certificate of Practice Number 27227 and Membership Number A63580 as a Practising Company Secretary.

Regulatory Compliance

The company has ensured full compliance with SEBI regulations, providing detailed disclosures under Regulation 30 of the Listing Regulations. The announcements align with multiple SEBI circulars issued in 2023 and 2024, demonstrating the company's commitment to transparent governance and regulatory adherence.

TTI Enterprise Limited has formally submitted applications to BSE Limited and Calcutta Stock Exchange Limited for reclassifying four promoter group entities from promoter category to public category under Regulation 31A of SEBI LODR Regulations 2015. The applications were submitted on February 16, 2026, following Board approvals granted during the meeting held on February 12, 2026.

Formal Application Submission

The company submitted reclassification applications for four promoter group entities that collectively hold minimal shareholding. These applications represent the formal regulatory step following the Board's earlier approval of the reclassification requests.

The combined shareholding of these four entities represents 0.18% of the company's paid-up equity share capital. All entities have confirmed they satisfy the conditions under Regulation 31A(3) of SEBI LODR Regulations, including holding less than 10% voting rights and having no control over company affairs.

Previous Reclassification Activities

This submission continues the company's ongoing promoter restructuring process. Earlier, the Board had approved reclassification of seven other promoter group entities, all holding nil shareholding in the company. These entities included Binjal Mehta, Paraj Mehta, Jitendra Kumar Mehta, Paraj Mehta HUF, Irawati Enterprises LLP, Meghnath Wealth Creators LLP, and Vaikundam Advisors LLP.

Financial Performance Overview

The company reported mixed financial performance for Q3FY26, with net profit after tax declining significantly to ₹0.45 lakhs from ₹63.87 lakhs in Q3FY25. Revenue from operations decreased marginally while total expenses increased substantially.

Regulatory Compliance Process

The reclassification applications are now under review by BSE Limited and Calcutta Stock Exchange Limited. Upon approval, the company will effect the reclassification in the Statement of Shareholding Pattern from the immediate succeeding quarter under Regulation 31 of SEBI LODR Regulations. The entities seeking reclassification have confirmed they have no special rights through formal or informal arrangements and are not represented on the Board of Directors.

Recent Corporate Changes

Alongside the promoter reclassification process, the company approved appointment of two new independent directors - Mr. Kushal Agrawal and Mr. Shashank Suhalka - for five-year terms effective February 12, 2026. The Board also accepted resignations from CFO Mr. Nikhil Kombath and two independent directors due to personal reasons. Additionally, the registered office was shifted to 3rd Floor, PNB House, 18B Brabourne Road, Kolkata.