To The Members of

Tinna Rubber and Infrastructure Limited

Your Directors take pleasure in presenting the 37th Annual Report of your Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1.FINANCIAL RESULTS

2.FINANCIAL REVIEW AND STATE OF COMPANY'S AFFAIRS

Main business of the Company is processing of end of life tyres (ELT) & manufacturing of Hi Tensile Ultrafine Reclaim Rubber, Ultrafine Tyre Crumb, Crumb Rubber Modifier (CRM), Modified Bitumen, Bitumen Emulsion, Hi Carbon Steel Abrasives and other allied products.

(A) STANDALONE RESULTS

During the financial year 2023-24, the revenue from operations for the standalone basis was Rs. 36,413.15 lacs, as compared to Rs. 29,543.17 lacs in the previous financial year; and Profit before tax was Rs. 5,023.94 lacs as compared to Rs. 2,818.46 lacs in the previous financial year; and Profit after tax of stood to Rs. 3,788.66 lacs as compared to Rs. 2,126.04 lacs of the previous Financial Year.

(B) CONSOLIDATED RESULTS

During the financial year 2023-24, the revenue from operations for the standalone basis was Rs.

36,302.08 lacs, as compared to Rs. 29,543.17 lacs in the previous financial year; and Profit before tax was Rs. 5,269.04 lacs as compared to Rs. 2,872.35 lacs in the previous financial year; and Profit after tax of stood to Rs. 4,028.75 lacs as compared to Rs. 2,179.93 lacs of the previous Financial Year.

(C) STATE OF THE COMPANY AFFAIRS

Our Company has established itself as a pioneer in the recycled rubber industry. The company is renowned for its Crumb Rubber Modifier (CRM) for bitumen, which has been used in laying over 100,000 lane kilometers in India. TRIL's efforts in converting waste to wealth have set a benchmark in the industry. The company aggressively promotes the recycling of Truck/Bus Radial (TBR) tyres for use in new tyres, conveyor belts, and road construction.

We stands out as the only company in India manufacturing rubber-based products for both road bitumen and non-road industries. It produces value-added products from steel reconditioning and ensures a steady supply of ELTs from regions like the Middle East, Africa, and Europe. With manufacturing facilities strategically located across India, TRIL has captured a substantial market share by maintaining high quality, reliability, and customer satisfaction.

Our Company holds a significant market share of over 60%, we maintains long-term partnerships with petrochemical Companies and working closely India's leading construction companies. We manufactures all grades of Cationic Bitumen Emulsions meeting BIS standards provides a durable and cost-effective solution for new construction and maintenance of wearing courses.

We utilize an indigenously developed Ambient Grinding Process for production, with matured application in tyre/conveyor belts, MRP exhibits a prime example of Circular Economy. Hi-tensile Ultrafine reclaim rubber/Crumb Rubber/Tyre Crumb is 100% strained and devulcanized rubber which is Compliant with REACH, PAH, and RoHS regulations

3. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the period under review.

4. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve.

5. DIVIDEND

The Board of Directors during the year approved and paid an Interim Dividend of Rs. 3.00/- (30%) per equity share of face value of Rs. 10/- each fully paid up and has recommended a Final Dividend of Rs. 2.00/- (20%) per equity share of face value of Rs. 10/- each, aggregating to overall dividend of Rs. 5.00/- (50%) per equity share for the year ended March 31, 2024. The Final Dividend shall be payable post shareholder approval at the ensuing annual general meeting, to the eligible shareholders within prescribed timeline in accordance with applicable laws.

6.SHARE CAPITAL

During the year under review, following changes were made in the share capital of the Company:-

A. AUTHORISED SHARE CAPITAL

The Board of Directors in its meeting held on July 29, 2023 and subsequently shareholders in their Annual General meeting held on August 24, 2023, approved the increase of authorized share capital of the Company from Rs. 10,00,00,000, divided into 1,00,00,000 equity shares of Rs. 10/- each fully paid up to Rs. 20,00,00,000, divided into 2,00,00,000 equity shares of Rs. 10/- each fully paid up.

B. ISSUE OF BONUS SHARE

The Board of Directors in its meeting held on July 29, 2023 recommended the issue of bonus equity shares in the proportion/ratio of 1:1 i.e. 1 (one) new equity share of Rs. 10/- each fully paid up for every 1 (one) existing equity share of Rs. 10/- each, to the eligible shareholders, ranking pari-passu with the existing equity shares, which was subsequently approved by shareholders in their Annual General meeting held on August 24, 2023, accordingly the Board of Directors in its meeting held on September 19, 2023 allotted 85,64,750 bonus equity shares of Rs. 10/- each fully paid up to the beneficiary shareholders

C. PAID UP SHARE CAPITAL

The paid up share capital of the Company consequent to issue and allotment of 85,64,750 bonus equity shares of Rs. 10/- each fully paid up, was increased from Rs. 8,56,47,500 divided into 85,64,750 equity shares of Rs. 10/- each to Rs. 17,12,95,000, divided into 1,71,29,500 equity shares of Rs. 10/- each fully paid up.

7.SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company had two (2) foreign subsidiary companies namely "Global Recycle LLC, Oman" (operational) and "Tinna Rubber BV, Netherlands" (non-operational) and one (1) associate Indian Company namely "TP Buildtech Private Limited" within the meaning of Section 2(6) and 2(87) respectively of the Companies Act, 2013 ("Act"), as on March 31, 2024. There was no Joint Venture of the Company during the year under review.

During the financial year ended on March 31, 2024, none of the aforesaid subsidiary was the material subsidiary of the Company in accordance with applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Further, there has been no material change in the nature of the business of the Subsidiaries & Associate Company. Policy for determining material subsidiaries of the Company is available on the website of the Company www.tinna.in.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's Subsidiaries & Associate Company in Form No. AOC-1 is given in "Annexure-A" attached to this report.

8. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 10 (ten) Board of Directors meetings were convened and held, the details of meetings along with attendance of respective Directors, are given in the corporate governance report annexed separately in the Annual Report. The intervening gap between such meetings was within the period prescribed under the Companies Act, 2013, as amended from time to time.

A. STATUTORY AUDITORS

The Shareholders of the Company in their Thirty Fifth Annual General Meeting (AGM) held on June 30, 2022, appointed M/s S.S. Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Reg. Number- 000756N/N500441) as a Statutory Auditors of the company for the period of five consecutive years from the conclusion of 35th Annual general Meeting till the conclusion of 40th Annual General Meeting.

The auditor's report are self explanatory does not require any explanation or comments from the Board, under Section 134(3)(f) of the Companies Act, 2013.

B. COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board in their meeting held on July 29, 2023, on the recommendation of the Audit Committee, appointed M/s Pant S. & Associates (Firm registration no. 101402), Cost Accountants to conduct the Audit of the cost accounting records of the Company for

the Financial Year 2023-24, and the said appointment was subsequently approved/ratified by the shareholders in their Annual General Meeting held on August 24, 2023.

The Company is maintaining of cost records as specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013.

C. INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors in their meeting held on July 29, 2023, on the recommendation of the Audit Committee, appointed Mr. Bibek Baniya (Membership No. 551230), Chartered Accountants, as Internal Auditor of the Company for the financial year 2023-24.

The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors periodically monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

D. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Board of Directors in their meeting held on July 29, 2023, appointed M/s. Ajay Baroota & Associates (Membership No. 3495 and COP No. 3945), Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24.

The Report of the Secretarial Audit in the Form No. MR-3, carried out is annexed herewith as "Annexure-B".

The secretarial audit report are self-explanatory and does not require any explanation or comments from the Board, under Section 134(3)(f) of the Companies Act, 2013.

10.DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Bhupinder Kumar Sekhri (DIN:00087088), Managing Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The proposal for his re-appointment is placed for the approval of shareholders in as per notice of AGM.

Mr. Vaibhav Dange (DIN:03608571), who has been appointed by the Board of Director in their meeting held on May 03, 2024 on the recommendation of Nomination and Remuneration Committee, as an

Additional Independent Director of the Company, in the category of Non-Executive with effect from May 03, 2024, for first term of consecutive 5 years, not liable to retire by rotation, holds the office up to the date of ensuing Annual General Meeting in accordance with Section 161(1) of the Companies Act' 2013. In view of the foregoing, the proposal for his appointment is placed for the approval of shareholders in as per notice of AGM.

Mrs. Bharati Chaturvedi (DIN:08572677) and Mr. Krishna Prapoorna Biligiri (DIN: 10147631), were appointed as an Independent Non-Executive Director of the Company to hold office for the first term of five consecutive years with effect from May 24, 2023 to May 23, 2028, not be liable to retire by rotation, by the shareholders in their annual general meeting held on August 24, 2023

Mr. Subodh Kumar Sharma (DIN: 08947098), Whole time Director of the Company, whose office was up to November 03, 2023, was re-appointed for a further period of 3 consecutive year effective from November 04, 2023, by the shareholders in their extra-ordinary general meeting held on February 07, 2024

Mr. Dinesh Sharma (DIN: 07745988), resigned from the post of independent Director effective from the closing hours of December 07, 2023, on account of his pre-occupation and personal reasons due to which he was unable to devote time to the Company and there was no material reasons for such resignation.

Mr. Ashish Madan (DIN: 00108676), ceased to be Independent Director of the Company effective from the closing hours of March 31, 2024, upon completion of his tenure.

Mr. Vaibhav Pandey, resigned from the office of Company Secretary and Compliance Office of the Company, with effect from closing hours of Feb 28, 2024.

The Board hereby expresses their gratitude and appreciation towards Mr. Dinesh Sharma, Mr. Ashish Madan and Mr. Vaibhav Pandey, for all the co-operation, support and guidance provided to Board and Management, during their tenure of service

The disclosure pursuant to the provisions of (i) the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India and approved by the Central Government is given in the Notice of Annual General Meeting/ Corporate Governance Report .

11.DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

The Independent Directors have given declaration that they meet the criteria of independence as specified in Section 149(6) of The Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

The Board is of the opinion that the Independent Directors appointed during the year and other Independent Directors is of integrity and possess the requisite expertise and experience (including the proficiency).

12. FAMILIARIZARON PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry on regular basis. The policy on familiarizaron programmes is available on the Company's website www.tinna.in.

13. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms a part of this report and is available on the website of the Company www.tinna.in

14. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors. The Board of Directors .expressed their satisfaction with the evaluation process.

15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto as "Annexure-C" and forms a part of this report.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has formulated CSR Policy in terms of applicable provisions of Section 135(4) of the Companies Act, 2013 read with Rule 6 of the Companies (Corporate Social Responsibility) Rules, 2014 indicating the activities to be undertaken by the Company as specified in Schedule-VII of the Act.

The Annual Report on CSR activities undertaken the Company during the financial year ended March 31, 2024 in accordance with applicable provisions of Act is enclosed as "Annexure-D". The CSR Policy is available on the website of the Company at www.tinna.in

17. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

18. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 134, 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details of the employees drawing remuneration in excess of the limits set out in the said rules and relevant disclosures pertaining to the remuneration and the other details are provided in the "Annexure-E" forming part of the Annual Report.

19. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT-9 is available on the website of the company at www.tinna.in

20. CORPORATE GOVERNANCE

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, with regard to Corporate Governance practices. A report on the Corporate Governance practices and Certificate from Company Secretary in practice on compliance of mandatory requirements thereof is also given in "Annexure-F" and "Annexure-G" respectively this report.

21. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided in "Annexure-H" to the Directors' Report

22. DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively issued by the Institute of Company Secretaries of India, have been duly followed and complied by the Company. The Company has devised proper system to ensure compliances and that such systems are adequate and operating effectively.

23. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there was no material departure.

b) Such accounting policies have been selected and applied consistently and judgements and estimates have been made, that are reasonable and prudent to give a true and fair view of the Company's state of affairs as at March 31, 2024 and of the Company's profit or loss for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) That internal financial controls to be followed by the Company had been laid down, and that such internal financial controls were adequate and were operating effectively.

f) Your directors had devised proper to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the relevant notes to the Financial Statements forming part of this report.

25. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulation during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. In compliance of applicable laws, your company has formulated a policy on dealing with related party transactions and details of the policy is available on the website http://www.tinna.in.

As per SEBI Listing Regulations the Related Party Transactions summary are placed before the Audit Committee for review and approval periodically. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at Arm's Length.

During the year under review, the Company has not entered into any contracts/arrangements/ transactions with related parties outside the purview of applicable provisions of Act and Regulations and Company policy on related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 43 of the Standalone Financial Statements of the Company

26. RISK MANAGEMENT

The Company's risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth.

The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment and also provides control measures for risks and future action plans.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concern and the same is available on the website of the Company www.tinna.in. During the year under review no complaint was received.

28.INTERNAL CONTROLS, INTERNAL FINANCIAL CONTROLS AND AUDIT OVERVIEW

The Company has a proper and adequate system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company's corporate governance policies. Some of the significant features of internal control systems includes:

• Ensuring compliance with laws, regulations, standards and internal procedures and systems.

• De-risking the Company's assets, resources and protecting them from any loss and providing trainings for other related safety measures.

• Ensuring the accounting system's integrity proper and authorized recording and reporting of all transactions.

• Preparing and monitoring of annual budgets for all operating and service functions.

• Ensuring the reliability of all financial and operational information.

• Forming an Audit committee of the Board of Directors. The Audit Committee regularly reviews audit plans, significant audit findings, controls and compliance with accounting standards and so on.

• Continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during Financial Year 2023-24.

30. OTHER DISCLOSURES AND REPORTING

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future except stated elsewhere in the annual report.

During the year there was no material changes and commitments, affecting the financial positions of the Company, except mentioned elsewhere in the annual report.

31. EMPLOYEE STOCK OPTION SCHEME

During the financial year ended March 31, 2024, the shareholders of the Company in the previous Annual General Meeting held on August 24, 2023 approved the implemented "Tinna Rubber and Infrastructure Limited-Employee Stock Option Plan - 2023", on the recommendation of Nomination and Remuneration Committee and Board of Directors of the Company, in accordance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") with a view to attract and retain the senior management and best talent, and to encourage employees to align individual performances with Company objectives, and promote increased participation by them in the growth of the Company

Subsequently, the Company got the In-Principal approval for implementation and administration of 1,71,295 stock option equivalent to equal number of equity shares, from Bombay Stock Exchange vide their letter dated April 09, 2024. The applicable disclosures as stipulated under the SEBI SBEB Regulations are available on the website of the Company at www.tinna.in.

The Company has received a certif?cate from the Secretarial Auditors that the scheme has been implemented in accordance with SEBI SBEB Regulations. The certif?cate to be placed at the Annual General Meeting is given as "Annexure-I" to this report.

32. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3)(ca) of the Companies Act, 2013.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that Human Resource is the key driver for the success of any organization. The Company's human resources policies are carefully structured to meet the aspirations of the employees as well as the organization. These policies are implanted through training and other developmental programs and encourage continuous learnings and innovations. The Company continues to have cordial industrial relations.

34. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the concerned departments of Central and State Governments, financial institutions, banks and shareholders, and other stakeholders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.