Your Directors take pleasure in presenting the 38^th Annual Report of your Company, together with the Audited Financial Statements
for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

(t In Lacs)

2. FINANCIAL REVIEW AND STATE OF COMPANY'S AFFAIRS

(A) STANDALONE RESULTS

During the financial year 2024-25, the revenue from
operations for the standalone basis was t 50,499.33
lacs, as compared to t 36,413.15 lacs in the previous
financial year; and Profit before tax was t 5,673.42 lacs
as compared to t 5,023.94 lacs in the previous financial
year; and Profit after tax of stood to t 4,227.86 lacs as
compared to t 3,788.66 lacs of the previous Financial
Year; and the cash and cash equivalents at the end of
year was t 203.71 lacs as compared to t 27.82 lacs of
the previous financial year

(B) CONSOLIDATED RESULTS

During the financial year 2024-25, the revenue
from operations for the consolidated basis was t
50,534.52 lacs, as compared to t 36,302.80 lacs in
the previous financial year; and Profit before tax was
t 6,325.24 lacs as compared to t 5,269.04 lacs in the
previous financial year; and Profit after tax of stood
to t 4,835.57 lacs as compared to t 4,028.75 lacs of
the previous Financial Year; and the cash and cash
equivalents at the end of year was t 211.08 lacs as
compared to t 37.28 lacs of the previous financial year

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 recommends a Final Dividend of
t 4.00/- (40%) per equity share of face value of t 10/-
each fully paid up, for the year ended March 31, 2025. 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 authorized share capital of the Company stood t
20,00,00,000, divided into 2,00,00,000 equity shares
of t 10/- each fully paid up, during the year under
review.

B. ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

The issued, subscribed and paid up share capital
of the Company stood t 17,12,95,000, divided into
1,71,29,500 equity shares of t 10/- each fully paid up,
during the year under review.

The Company, pursuant to resolution passed by Board of
Directors in its meeting held on February 08, 2025, and
the shareholders of the Company, pursuant to the special
resolution passed through postal ballot notice on March 14,
2025, have authorized the issuance and allotment of such
number of equity shares of the Company of face value of t
10 each, aggregating to an amount up to t 150,00,00,000
(Rupees One Hundred and Fifty Crores), in one more or
more tranches, by way Qualified Institutions Placements
("QIP"), under applicable laws pursuant to the Companies
Act' 2013 and SEBI (ICDR) Regulations, 2018 and SEBI

(LODR) Regulations, 2015 or any other applicable laws,
as may be deemed appropriate depending on market
conditions, subject to the receipt of necessary approvals,
including approval of members of the Company, and
such other regulatory and statutory approvals as may be
required.

7. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

The Company had a foreign subsidiary namely "Global
Recycle LLC, Oman", with 99% stake held by the Company,
and another foreign subsidiary namely "Tinna Rubber
Arabia Ltd, Saudi Arabia" (non-operational) 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, 2025. There was one (1) Joint Venture of the Company
namely "Mbodla Investments (Pty) Ltd, South Africa" with
49% stake of the company, during the year under review.

The wholly owned subsidiary namely "Tinna Rubber
BV, Netherlands", which was non-operational, as per
management approval, the company has initiated the
process of its closures as per applicable laws of host
country; and the cutoff date for liquidation is considered as
February 28, 2025.

During the financial year ended on March 31, 2025, The
Global Recycle LLC, Muscat, Oman, 99% foreign subsidiary
of the Company, was a material subsidiary in accordance
with Regulation 16 of SEBI (LODR) Regulations, 2015 as
amended, based on the eligibility criteria for immediately
preceding accounting year i.e. March 31, 2024, however
the said subsidiary was not a material subsidiary under
Regulation 24 of the SEBI (LODR) Regulations, 2015,
as amended, and thereby not mandated to comply the
Corporate governance requirements with respect to
subsidiary of listed entity under such regulation. 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 Subsidiary, Joint Venture
& 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 seven (7) 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.

9. AUDITORS AND AUDITOR'S REPORT

A. STATUTORY AUDITORS

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

The auditor’s 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

B. COST AUDITORS

Pursuant to Section 148(2) ofthe Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, as amended, the Board in their meeting
held on May 27, 2024, 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 2024-25, and the said
appointment was subsequently approved/ratified by
the shareholders in their Annual General Meeting held
on August 02, 2024.

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 AUDITOR

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 November 09, 2024, on the
recommendation of the Audit Committee, appointed
Mr. Rohit Batra, (ICAI Membership No. 552845),
Chartered Accountants, an employee of the Company,
as Internal Auditor of the Company for the financial
year 2024-25.

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 May
27, 2024, 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 2024-25.

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

Appointment

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Subodh Kumar Sharma (DIN:
08947098), Whole time 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. Bhupinder Kumar Sekhri (DIN: 00087088) the
principal promoter and Managing Director of the company,
was re-appointed as Managing Director of the Company
for a consecutive period of 3 year with effect from April
01, 2025, by shareholders through postal ballot notice on
March 14, 2025 with the existing terms of remuneration.

Mr. Vaibhav Dange (DIN:03608571), who was 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, was appointed/regularized
as on Independent Director, Non-Executive for first term of
consecutive 5 year effective from March 03, 2024, in terms
of approval of shareholders in annual general meeting held
on August 02, 2024.

Mr. Sanjay Kumar Rawat, was appointed as Company
Secretary and Compliance Office of the Company, with
effect from May 03, 2024.

Cessation

Mr. Ashok Kumar Sood (DIN: 05120752), ceased to be
Independent Director of the Company effective from the
closing hours of September 28, 2024, upon completion of
his tenure. The Board hereby expresses their gratitude and
appreciation 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. FAMILIARIZATION 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 familiarization 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 "Anne.xure-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, 2025
in accordance with applicable provisions of Act is enclosed
as "Anne.xure.-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-7 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 "Anne.xure.-F3" respectively this
report.

21. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis
is provided in "Annexure-G" 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, 2025 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 arm's
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. 42 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 at www.tinna.in. During the year under review
no compliant 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 2024-25.

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

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

During the financial year ended March 31, 2025, the
company granted 59,880 stock options to eligible
employees, on the recommendation of Nomination and
Remuneration Committee and duly approved by the Board
of Directors of the Company in their respective meeting
held on May 03, 2024, in accordance with "Tinna Rubber
and Infrastructure Limited-Employee Stock Option Plan -
2023" ("the Scheme"), and 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

There was no changes in the Scheme, during the year under
review. The applicable disclosures as stipulated under the
SEBI SBEB Regulations are available on the website of the
Company at www.tinna.in.

Relevant disclosures in terms of the accounting standards
prescribed by the Central Government in terms of section
133 of the Companies Act, 2013, including the 'Guidance
note on accounting for employee share-based payments’
issued in that regard from time to time, are disclosed in
note no. 54 of the standalone audited financial statements
of the Company for the year ended on March 31, 2025.

A description of the Scheme existed during the year, including the general terms and conditions the scheme are mentioned as
under:

During the year under review, the movement under the Scheme are mentioned as under:

Employee wise details of options granted during the year as mentioned as under:-

The Company has received a certificate from the Secretarial Auditors that the scheme has been implemented in accordance
with SEBI SBEB Regulations. The certificate to be placed at the Annual General Meeting is given as “Annexure-H" to this report
for inspection of members.

2. 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.

3. 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

For and on behalf of the Board of Directors

Tinna Rubber and Infrastructure Limited

Bhupinder Kumar Sekhri
Chairman and Managing Director
DIN: 00087088

Place: New Delhi
Date: August 06, 2025

Regd. Office Address: Tinna House, No. 6,

Sultanpur, Mandi Road, Mehrauli, New Delhi-110030