Directors Report of Tinna Rubber and Infrastructure Ltd.

Mar 31, 2025

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)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	50,499.33	36,413.15
Other Income	444.09	132.37
Total Income	50,943.42	36,545.52
Total Expenses	45,150.00	31,521.58
Profit before exceptional items and tax	^^^5,793.42	5,023.94
Less: Exceptional Items	(120.00)	-
Profit before tax (PBT)	5,673.42	5,023.94
Less: Tax Expenses	(1,445.56)	(1,235.28)
Profit after tax (PAT)	4,227.86	3,788.66
Add: Balance brought forward	8,387.85	5,530.08
Add: Comprehensive income for the year	10.12	11.23
Less: Proposed dividend on equity Shares	(342.59)	(942.12)
retained earnings carried to the balance sheet	12,283.24	8,387.85

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:

Particulars	Details
Date of shareholders'' approval	August 24, 2023
Total number of options approved under the Scheme	1,71,295
Vesting requirements	As per terms of the Scheme
Exercise price or pricing formula	The exercise price per option shall be determined by the Committee, which shall not be less than the market price of the shares, discounted by such a percentage not exceeding 20% on the date of grant
Maximum term of options granted	As per terms of the Scheme
Source of shares (primary, secondary or combination)	Primary
Variation in terms of options	The Committee may with prior approval of the Shareholders, revise the terms of the Plan and/ or terms of the Options already granted under the Plan subject to the condition that such amendment, alteration, or variation, as the case may be is not detrimental to the interest of Employees Provided that the Company shall be entitled to vary the terms of the Plan to meet any regulatory requirement without seeking shareholders'' approval by way of a special resolution.
Method used to account for the Scheme - Intrinsic or fair value	Fair Value

Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on the Scheme of the company.

Not Applicable

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

Particulars	Details
Number of options outstanding at the beginning of the period	Not Applicable
Number of options granted during the year	59,880
Number of options forfeited / lapsed during the year	Nil
Number of options vested during the year	Nil
Number of options exercised during the year	Nil
Number of shares arising as a result of exercise of options	Nil
Money realized by exercise of options (INR), if scheme is implemented directly by the company	Not Applicable
Loan repaid by the Trust during the year from exercise price received	Not Applicable
Number of options outstanding at the end of the year	1,11,415
Number of options exercisable at the end of the year	59,880

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

Particulars	I	II	III	IV	V
Name of the Employee	Subodh Kumar Sharma	Anurup Arora	Sanjay Banati	Ramesh Chand	Pradeep Sharma
Designation of Employee	Whole time Director and Chief Operating Officer	Chief Business Officer	Sr. Vice President	General Manager	International Operations
Number of Options granted during the year	21,790	13,520	6,160	10,050	8,360
Exercise price	^ 719
senior managerial personnel as defined under SEBI (LODR) Regulation	Not Applicable	Yes	No	No	Yes
employee who received a grant of option amounting to 5% or more of option granted during that year	Nil
identified employees who were granted option, during the year, equal to or exceeding 1% of the issued capital of the company at the time of grant.	Nil

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

---

Mar 31, 2024

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

All amount in Rs. lakh, unless otherwise stated

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	36,413.15	29,543.17
Other Income	132.17	613.60
Total Income	36,545.52	30,156.77
Total Expenses	31,521.58	27,338.31
Profit before exceptional items and tax	5,023.94	2,818.46
Less: prior Period items	-	-
Profit before tax (PBT)	5,023.94	2,818.46
Less: Tax Expenses	1,235.29	692.42
Profit after tax (PAT)	3,788.66	2,126.04
Add: Balance brought forward	5,530.08	3,730.24
Add: Re-measurement gains/Losses on Defined	74.52	16.39
benefit Plan(Net of Tax) Less: Adjustment related to transitional provisions
of depreciation		-
Surplus available for appropriation	9,318.74	5,872.67
Appropriations: Less: Proposed dividend on equity Shares	942.12	342.59
Less: Tax adjustment relating to earlier years	-	-
Less: Transferred to general reserve	-	-
Balance carried to Balance Sheet	8,376.62	5,530.08

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.

9. AUDITORS AND AUDITOR''S REPORT

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 subsection (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. 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 NonIndependent 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 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-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.

For and on behalf of the Board of Directors Tinna Rubber and Infrastructure Limited

Sd/- Sd/-

Bhupinder Kumar Sekhri Subodh Kumar Sharma

Chairman and Managing Director Whole Time Director

DIN:00087088 DIN:08947098

Place: New Delhi Date: July 02, 2024

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

Sultanpur, Mandi Road, Mehrauli, New Delhi-110030

---

Mar 31, 2023

The Directors take pleasure in presenting the 36^thAnnual Report of your Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS

(Rs. In Lacs]
Particulars	F.Y 2022-23	F.Y 2021-22
Revenue from Operations	29543.17	22923.54
Other Income	613.6	339.57
Total Income	30156.77	23263.11
Expenses	27338.31	20987.24
Profit before exceptional items and tax	2818.46	2275.87
Less: prior Period items	-	-
Profit before tax (PBT)	2818.46	2275.87
Less: Tax Expenses	692.42	593.66
Profit after tax (PAT)	2126.04	1682.21
Add: Balance brought forward	3730.23	2695.00
Add: Re-measurement gains/Losses on Defined benefit Plan(Net of Tax)	16.39	-10.26
Less: Adjustment related to transitional provisions of depreciation	-	-
Surplus available for appropriation	5872.67	4366.95
Appropriations:
Less: Dividend on equity Shares	342.59	-
Less: Tax adjustment relating to earlier years	-	-636.72
Less: Transferred to general reserve	-	-
Balance carried to Balance Sheet	5530.07	3730.23

2. FINANCIAL REVIEW AND STATE OF COMPANY''S AFFAIRS

Tinna Rubber and Infrastructure Limited (the Company) CIN-L51909DL1987PLC027186 was incorporated on 4th March 1987 under the erstwhile Companies Act, 1956. The Company is a public limited Company incorporated and domiciled in India and has its registered office at Delhi, India. The Company is listed on BSE Limited. The Company is primarily engaged in recycling of the waste tyres/end of life tyres (ELT) and manufacture of value added products. The Company manufactures crumb rubber, crumb rubber modifier (CRM), crumb rubber modified bitumen (CRMB), polymer modified bitumen (PMB), bitumen emulsion, reclaimed rubber/ ultrafine crumb rubber compound, cut wire shots etc. The products are primarily used for making/ repair of road, tyres and auto part industry. The Company''s manufacturing units are located at Panipat in Haryana, Wada in Maharashtra, Haldia in West Bengal, Gummidipundi in Tamil Nadu and Sultante of Oman.

(A) STANDALONE RESULTS

During the Financial Year 2022-23, the revenue from operations for the standalone entity stand to 29543.17 Lacs, as compared to Rs 22923.54 lacs in the previous Financial Year. Profit before tax is 2818.46 lacs as compared to Profit before tax of 2275.87 lacs in the previous Financial Year. During the year under review the company has earned Profit after tax was 2126.04 lacs as compared to Profit after tax of Rs 1682.21 lacs in the previous Financial Year.

As per the Qualified opinion of the Statutory Auditors (Auditors) included in their Report on the Standalone Financial Statements related to previous year.

a) There was old dispute regarding Income Tax relating to financial year 2013-14. Department has raised demand of Rs. 1107.73 Lakhs including interest and penalty. The company was contesting the demand in Appeal and made pre-deposit of Rs. 251.00 Lakhs in earlier years. For settlement of disputes Govt. has introduced Vivad se Vishwas settlement Scheme in which only principal is to be paid and interest and penalty would be waived. To buy peace company applied for settlement of the

dispute in the Vivad se Vishwas scheme. Company expect that Rs. 206.19 laksh principal tax liability would be adjusted from deposit and balance would be refunded. As the tax dispute relates to earlier years and it has no bearing on current year income hence Management consider it proper to adjust the tax impact of above demand Rs. 556.51 lakhs ( tax liability Rs. 206.19 laksh , MAT Credit entitlement written off Rs. 442.44 lakhs and write back of provision of interest on income tax Rs. 92.12 Lakhs hence the same is not charged to P & L but directly reduced from Reserves. Further this does not pertain to current year 2022-23.

b) The company routinely get fair valuation of investment once in every three years from the independent valuer. Further, Note no. 36 and 37(c) of the standalone financial Statement, in relation to fair valuation of investment in BGK Infratech Limited and Puja Infratech LLP. The Company has not valued these investments at fair value as at March 31, 2023 & has continued to use the fair values as at March 31,2022.

(B) CONSOLIDATED RESULTS

The Audited Consolidated Financial Statements together with Auditors Report form part of the Annual Report. The Consolidated net profit after tax was Rs. 2179.93 lakhs during the Financial Year 2022-23 as compared to Profit after tax Rs. 1689.72 lakhs in the previous Financial Year.

In accordance with the Indian Accounting Standards, on Consolidated Financial Statements, and Accounting for Investment in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

(C) TRANSFERTO RESERVES

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

(D) CHANGE IN THE NATURE OF BUSINESS

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

3 DIVIDEND

The Company performed reasonably well during the year, The Board of Directors has recommended Final Dividend of Rs 5 per equity shares of Rs 10 i.e. 50% for the year ended 31^st March 2023.

4. PROJECTS AND EXPANSION PLANS

The Company is an end to end solution company in the business of End of Life (Waste) tyres-sourcing, processing and manufacturing of value added products derived from old used /Waste tyres. Tinna''s research & development team has developed crumb rubber and other value added products from waste tyres suitable for various end use ranging from infrastructure (road) to industrial (tyres, conveyor manufacturing) & consumer (rubber mats, athlete turf etc) over the years.

Now to further realize our Vision of a greener future, we actively pursuing forward integration and expansion.

Keeping in view the vision of Government and society towards circularity in the economy and industry thrust on using sustainable raw materials, Management has decided to further expand their recycling operations and decided to set up following new projects in 2023:

(i) Plant to Produce Tyre Derived Energy(TDE), Crumb Rubber etc from Old Used Passenger Car Tyre Scarp (PCR) with annual capacity to process 60,000 tons of PCR. This is green field plat situated at Varle(Maharashtra). It is located about 5 KM from existing Wada Plant. Company has already purchased land and construction work started.

(ii) New Plant to produce Thermo Plastic Elastomer (TPE) at Panipat:

India is battling with the problem of plastic pollution. Tinna has looked upon this as opportunity and has decided to start first pilot plant to produce Composite Polymer using waste plastic and waste rubber. This plant shall have capacity to process 6000 tons annually of which

about 60% would be plastic waste (LDPE/HDPE/PP etc.) and 40% would be Crumb Rubber made from old used tyre which is produced in-house using existing capacity.TPE has end application to make Lumbers (Thermo Plastic Tiles, Industrial Waste Bins, Plastic Pipes, Automotive parts etc. TPE plant shall be located at existing site of Panipat plant.

(iii) The company with bold strides and a vision that transcends borders, has proudly plants its roots in the Sultanate of Oman during FY 23 and nurturing growth, prosperity as we forge a promising future together. The company has started production in July, 2023.

5. SCHEME OF ARRANGEMENT

Further no Capital Restructuring has taken place during the year 2022-23.

6. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company has one subsidiary company as on March 31, 2023 and one associate Company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There is no JV Company of the Company. Further there has been no material change in the nature of the business of the Subsidiaries & Associate Company. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s Subsidiaries (erstwhile) & Associate Company in Form AOC-1 is provided at Annexure "A" to this report. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of Associate are available on the website of the Company. Policy for determining material subsidiaries of the Company is available on the website of the Company www.tinna.in.

The details of subsidiary and associate company is given below:

(i) SUBSIDIARY

The Company has incorporated Wholly Owned Subsidiary Company under the name "Tinna Rubber BV" in Netherlands. The vision of Tinna Rubber BV is to become leading ELT Material

Recycling Company in Europe. Promoted by Tinna Rubber & Infrastructure Limited, it comes with extensive domain experience on board.

(ii) ASSOCIATETP BUILDTECH PVT. LTD. (TPBPL)

TPBPL is an associate Company of Tinna Rubber And Infrastructure Ltd. The Company is engaged in the business of manufacturing construction chemicals. With the help of Research & Development activities during the Financial Year 22-23, TPBPL has succeeded in getting orders from various renowned brands and some of the best construction Companies in the country. Revenue from operations (gross) for the Financial Year 2022-23 is 6083.38 as compared to Rs. 4682.14 lacs in the previous year. Whereas Profit after tax is 112.51 Lakhs compared to Profit after tax 15.27 lakhs in the previous year.

7. 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 criticalbusiness activities, functions and processes. The risksare reviewed for the change in the nature and extent ofthe major risks identified since the last assessment. Italso provides control measures for risks and future action plans. Tyres are highly inflammable and your Company''s property and stock are subject to risk of loss due to fire and flood and these are mitigated with insurance and fire detecting and firefighting equipments and proper security personnel. Regular training program for employees are being organized by the Company relating to fire control.

8. INTERNAL CONTROLS, INTERNAL FINANCIAL CONTROLS AND AUDIT OVERVIEW

A system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company''s corporate governance policies.

INTERNALCONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. 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.

• Ensuring the accounting system''s integrity proper and authorizedrecording 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

9. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts)Rules, 2014.

10. SHARE CAPITAL

There was no change in the Company''s share capital during the year under review. The Company''s paid up equity share capital remained at Rs.8,56,47,500/- comprising of 85,64,750 equity shares of Rs.10/- each.

11. CORPORATE GOVERNANCE

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

12. MANAGEMENT DISCUSSION & ANALYSIS

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

13. 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, have been duly followed by the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Subodh Kumar Sharma, Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for your approval.

Mrs Promila Kumar resigned from company w.e.f 31^st March, 2023. Krishna Prapoorna Biligiri(DIN: 10147631) Appointed as an Independent Director w.e.f 24^th May, 2023. Mrs. Bharati Chaturvedi (DIN: 08572677), Appointed as an Independent Director w.e.f 24^th May, 2023. The proposal regarding the appointments of the aforesaid Director is placed for your approval.

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.

1. BOARD EVALUATION

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.

2. AUDITORS AND AUDITOR''S REPORTA. STATUTORY AUDITORS

At the Company''s Thirty Fifth Annual General Meeting (AGM) held on 30th June, 2022, Shareholders of the company has appointed M/s SS Kothari Mehta & Company, Chartered Accountants Firm Reg. Number- 000756N Address- Plot No. 68, Okhla Industrial Area, Phase-III, New Delhi-110020 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.

Since the ratification of appointment of an auditor has been dispensed by Ministry of Corporate Affairs, therefor no fresh approval placed for shareholder approval.

B. COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board at its meeting held on 29^th July, 2023, has 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, the same is placed for your approval.

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

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the

Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ajay Baroota & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "C". The report does not contain any observation or qualification requiring explanation or comments from the Board, under Section 134(3) of the Companies Act, 2013 except.

- A few observations from the Auditors Report as pointed out by Secretarial Auditor are mentioned as under:

- There has been delay in filing of return/report pursuant to Regulation 23(9) of SEBI (LODR), 2 0 1 5 for half year ended 31.03.2022. BSE imposed fine/penalty of Rs. 82600/- (including GST of Rs.12600/-) The fine/penalty has been paid by the Company.

- Database (SDD) is in place. However, SDD was maintained in password protected excel file upto 07.10.2022, access of which was available only to Company Secretary & Compliance Officer. All the entries in the SDD (software) have been recorded/captured from 08.10.2022 & onwards for FY22-23

- The Company is yet to file e form CSR-2 pursuant to the provisions of section 135 of the Companies Act, 2013& related Rules framed therein.

The Board of Directors of the Company took note of the same.

3. 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 also available on the website of the Company www.tinna.in.

4. RELATED PARTY TRANSACTIONS

Related Party Transactions that were entered into during the financial year were generally on arm''s length basis and in the ordinary course of business

subject to certain exceptions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website http://www.tinna.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. Related Party Transactions are placed before the Audit Committee for review and approval. 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.

The disclosure of related party transactions required under Section 134 read with Section 188 of the Companies Act, 2013 is given in Form AOC 2. Accordingly related party transactions which were entered into during the year by your Company, is given in Annexure "D" to this report

5. ENVIRONMENTAL INITIATIVES

Tinna has always been a frontrunner in continuously improving its operational performance in all areas including quality, safety and environment protection. These initiatives have been taken across all production facilities of the Company. The Company has undertaken various measures to address environmental issues at its plant locations.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

2. Such accounting policies have been selected & 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, 2023 and of the Company''s profit or loss for the year ended on that date.

3. 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.

4. The annual financial statements have been prepared on a going concern basis.

5. That internal financial controls were laid down, to be followed and that such internal financial controls were adequate and were operating effectively.

6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

7. MATERIAL CHANGES AND COMMITMENTS

The Government of India has notified EPR (Extended Producer Responsibility) policy in 2022. Where by it will be obligation on Tyre manufacturer companies The Company had also focused on branding of its value added products and in order to promote these objectives had participated in various exhibition(s) and global event(s) that will further help the company to promote and registered its presence in overseas Market.

8. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) o f th e C o m p an i e s ( Ap p o i n tm e n t a n d 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 are provided in the Annexure "E" forming part of the Annual Report. Disclosures pertaining to the remuneration and the other details as required under Section 197(12) of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annexure "E" forming part of the Annual Report.

9. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, 12 Board Meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee comprises of Three NonExecutive Directors, All are Independent Directors. Mr. Mr. Sanjay Kumar Jain is the Chairman of the Audit Committee. The members possess adequate knowledge of Accounts, Audit, Finance, etc. The Composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. There are no recommendations of the Audit Committee, which have not been accepted bythe Board.

The details of other committees has been given in Corporate Governance Report.

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 available on the website of the company at www.tinna.in.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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 (Annexure "F") hereto and forms a part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee of the Board has formulated and recommended a CSR Policy to the Board indicating the activities to be undertaken by the Company. The same has been approved by the Board.

The CSR Policy can be accessed on the website of the Company at www.tinna.in

The Company has spent during the year entire unspent amount of CSR through Non-Government Organization for social welfare activities. There are no amount remained unspent as on 31^st March, 2023

The Annual Report on CSR activities is enclosed as Annexure G.

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 2022-23.

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 sub-section (6) of Section 149of The Companies Act, 2013.

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. The policy on familiarization programmes is available on the Company''s website www.tinna.in.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES AND POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

Policy for determining material subsidiaries of the Company and Policy on dealing with related party transactions are available on the website of the Company www.tinna.in.

OTHER DISCLOSURES/ REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares and ESOPs) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole time Whole time Director of the Company receive any remuneration or commission from any of its subsidiaries.

5. 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 report.

6. No frauds have been detected/reported by any of the Auditors of the Company.

10. 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. These policies encourage continuous learnings and innovations. Your Company has a dedicated team of 651 employees as on 31^stMarch, 2023 as compared to 721 employees as on 31^stMarch, 2022. The Company continues to have cordial industrial relations.

11. 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, 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.

---

Mar 31, 2016

The Directors take pleasure in presenting the Twenty Ninth Annual Report of your Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars	F.Y 2015-16	F.Y. 2014-15
Gross revenue from Operations	10484.67	9961.43
Less: Excise Duty and Service Tax	531.07	529.08
Net Revenues from Operations	9953.60	9432.35
Other Income	93.17	210.80
Profit before Interest, depreciation and tax (EBIDTA)	1671.48	2183.27
Less: Interest and finance charges(net)	848.93	549.40
Profit before Depreciation	822.55	1633.87
Less: Depreciation	528.22	515.61
Profit before Prior period items and tax	294.33	1118.26
Less: prior Period items	-	145.88
Profit before tax (PBT)	294.33	972.38
Less: Provision for tax (net)	128.43	270.69
Profit after tax (PAT)	165.90	701.69
Add: Balance brought forward	4150.55	3715.70
Less: Adjustment related to transitional provisions of depreciation	-	8.05
Surplus available for appropriation	4316.45	4409.34
Appropriations:
Less: Proposed dividend on equity Shares	42.82	171.30
Less: Tax on proposed dividend	8.72	34.87
Less: Transferred to general reserve	-	52.62
Balance carried to Balance Sheet	4264.91	4150.55

2. FINANCIAL REVIEW AND STATE OF COMPANY''S AFFAIRS

(A) STANDALONE RESULTS

During the year under review gross revenue from operations was Rs. 10484.67 lacs as compared to Rs. 9961.43 lacs in the previous Financial Year with a marginal growth of 5.25 %. Profit before tax was Rs. 294.33 lacs as compared to Rs. 972.38 lacs in the previous Financial Year. Profit after tax was Rs. 165.90 lacs as compared to Rs. 701.69 lacs in the previous Financial Year. Decline in profitability is mainly resulted due to slump in commodity market, particularly of the products made by the Company mainly steel scrap, rubber etc. and increase in interest cost. Future outlook of the Company looks bright. The Company proposes not to transfer to the general reserve out ofthe amount available for appropriation.

(B) CONSOLIDATED RESULTS

The Audited Consolidated Financial Statements together with Auditors Report form part of the Annual Report. The Consolidated net profit after tax of the Company was Rs.275.10 lacs during the Financial Year 2015-16 as compared to Rs. 583.85 Lacs in the previous Financial Year.

In accordance with the Accounting Standards AS-21, on Consolidated Financial Statements, read with Accounting Standard AS-23 on Accounting for Investment in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

3. DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended a dividend of Re. 0.50 (5%) per fully paid-up Equity Share of Rs.10/- each of the Company, for the year ended March 31, 2016.Together with Corporate Tax on dividend, the total outflow, on account of equity dividend for the financial year 2015-16, will be Rs.51.54 lacs, vis-a-vis Rs. 206.17 lacs paid for Financial Year 2014-15.

4. PROJECTS AND EXPANSION PLANS

In recent years, recycling has gained attention worldwide due to growing focus on sustainability and realization that natural resources are limited. Now Companies are articulating a vision of using more and more portion of recycled material in their products. The rubber industry is not an exception to this. End of life tyres are an important source of recycled rubber worldwide and its status has changed from waste to resource. The reclaim rubber industry has been developed around this reality. The Company commenced trial production of its state of the art reclaim rubber plant in Kala Amb (Himachal Pradesh) during Financial Year 2014-15. A good part of Financial Year 2015-16 was invested in stabilizing the product, quality and market development. We are pleased to inform that the product has been well accepted. We have also ordered 2 similar plants for tyre rubber reclaim to manufacture Ultrafine Rubber Compound (Reclaim Rubber) from Crumb Rubber generated from recycled tyres at Panipat (Haryana) and Wada (Maharashtra) which are being commissioned during the Financial Year 2016-17. Any new initiative to develop new products and processes takes time to stabiles and costs are incurred in business development. This has impacted the Company''s profitability during Financial Year 2015-16. However, this is our investment for a more robust and strong future.

In our effort to further consolidate our position as leading supplier of premium quality bitumen, the Company had established a depot for Bitumen/ Modified Bitumen at Panipat (Haryana) in association with Essar Oils Limited. The Company had also signed an MOU with Essar Oils Ltd for manufacturing/ processing of Modified Bitumen and Emulsions at Kosi (Uttar Pradesh) and at Panipat (Haryana). The Company secured a contract for processing (operation and maintenance) of CRMB plant at Mangalore Refinery And Petrochemical Limited, Mangalore. Production at the plant has already started. The Company has been exploring the overseas market for export of crumb rubber and reclaim of crumb rubber. We are pleased to report that our efforts resulted in successful execution of export contract for supply of Crumb Rubber to Australia and Sri Lanka during Financial Year 2015-16. Further negotiations are going on with some overseas Companies.

5. SCHEME OF ARRANGEMENT

Board of Directors of Tinna Rubber And Infrastructure Ltd. (TRIL) and Tinna Trade Ltd. (TTL) approved the Scheme of Arrangement (Demerger). Bombay Stock Exchange issued no adverse observation letter dated 24^thMay, 2016 to the said Scheme of the Company. Hon''ble High Court of Delhi vide order dated 27^thJuly, 2016 has directed, inter alia, that separate meetings to be held of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company for the purpose of considering and if thought fit, approving with or without, modification(s), the Scheme of Arrangement. The meetings will be held accordingly. After approval of the Scheme of Arrangement by shareholders, creditors, Hon''ble Delhi High Court and other Government Regulatory Bodies, equity shares of TTL will be issued to the equity shareholders of TRIL in the ratio of 1:1. Equity Shares of TTL will be listed on the Stock Exchanges.

6. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on March 31, 2016. There are two associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There is no JV Company of the Company. Further there has been no material change in the nature of the business of the subsidiaries & associate companies. 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 Companies in Form AOC-1 is provided at Annexure “A” to this report. Pursuant to the provisions of Section 136 ofthe Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. Policy for determining material subsidiaries of the Company is available on the website of the Company www.tinna.in

The details of major subsidiaries and associate Companies are given below:

(i) SUBSIDIARIES TINNA TRADE LTD. (TTL)

Tinna Trade Ltd. (TTL) is 100% subsidiary of Tinna Rubber & Infrastructure Ltd. TTL is currently engaged in the business of trading (domestic as well as international market) of agro commodities like Pulses, Yellow Peas, Green Peas, Chick Peas, Lentils, Kaspa Peas etc. and Grain and Oil Seed, Soya Bean, Soya Bean Doc/Meals, Maize, Wheat, Barley etc.

B.G.K. INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED

The Company is engaged in the business of warehousing including providing logistic solution to the Agri commodity industry.

(ii) ASSOCIATES

TP BUILDTECH PVT. LTD. (TPBPL)

TPBPL is an associate Company of Tinna Rubber And Infrastructure Ltd. The Company is engaged in the business of manufacturing of construction chemicals.

BGNS INFRATECH PVT.LTD.

The Company is engaged in the business of real estate activities.

7. 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. It also provides control measures for risks and future action plans. Tyres are highly inflammable and your Company''s property and stock are subject to risk of loss due to fire and flood and these are mitigated with insurance and fire detecting and firefighting equipments and proper security personnel. Regular training program for employees are being organized by the Company relating to fire control.

8. INTERNAL CONTROLS, INTERNAL FINANCIAL CONTROLS AND AUDIT OVERVIEW

A system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company''s corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Some of the significant features of internal control systems includes:

- Ensuring compliance with laws, regulations, standards and internal procedures and system

- De-risking the Company''s assets/resources and protecting them from any loss.

- 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.

9. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

10. SHARE CAPITAL

There was no change in the Company''s share capital during the year under review. The Company''s paid up equity share capital remained at Rs. 8,56,47,500/comprising of85,64,750 equity shares of Rs. 10/- each.

11. CORPORATE GOVERNANCE

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices and Certificate from Company Secretary in practice on compliance of mandatory requirements thereof is also given in this report.

12. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided in Annexure “B” to the Directors'' Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mrs. Shobha Sekhri, Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Rajender Parshad Indoria was appointed as an Additional Director by the Board of Directors of the Company in their meeting held on 12^th February, 2016. In terms of Section 161 of the Companies Act, 2013, Mr. Rajender Parshad Indoria holds office up to the date of this Annual General Meeting. Further he has been designated as an Independent Director. The terms and conditions of appointment of independent director are as per Schedule IV of the Act. He has also submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect his status as Independent Director during the year. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of your Company, signifying his intention to propose the name of Mr. Rajender Parshad Indoria, for appointment as a Director of your Company.

The proposals regarding the appointment/reappointment of the aforesaid Directors are placed for your approval.

Mr. Kapil Sekhri was appointed as Additional Director of the Company we.f. 12^th February, 2016 and resigned w.e.f. 4^th May, 2016.

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 .

14. BOARD EVALUATION

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.

15. AUDITORS AND AUDITOR''S REPORT

A. STATUTORY AUDITORS

At the Company''s Twenty Seventh Annual General Meeting (AGM) held on 29th September, 2014, M/s. V. R. Bansal & Associates, Chartered Accountants, New Delhi, were appointed as the Company''s Statutory Auditors from the conclusion of the Twenty Seventh AGM till the conclusion of the Twenty Ninth AGM. In terms of Section 139 (1) of the Companies Act, 2013,the appointment of the statutory auditors to hold office from the conclusion of the Twenty Ninth AGM until the conclusion of the Thirty Fourth AGM is placed for your approval.

There was slight delay in payment due to quality/ quantity/ non-adherence of delivery schedule by the suppliers in Micro, small and medium enterprises. However, the Company has paid the principal amount during the year. Further, the Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

B. COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board at its meeting held on 12^th August, 2016, has on the recommendation of the Audit Committee, appointed M/s Pant S. & Associates (ICWAI registration no. 101402), Cost Accountants to conduct the Audit of the cost accounting records of the Company for the Financial Year 2016-17.

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ajay Baroota & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure “C”. The report does not contain any major observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

16. 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

17. RELATED PARTY TRANSACTIONS

Related Party Transactions that were entered into during the financial year were generally on arm''s length basis and in the ordinary course of business subject to certain exceptions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website http://www.tinna.in . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. Related Party Transactions are placed before the Audit Committee for review and approval. 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.

The disclosure of related party transactions required under Section 134 (3)(h) read with Section 188(2) of the Companies Act, 2013 is given in Form AOC 2. Accordingly related party transactions which were entered into during the year by your Company, is given in Annexure “D” to this report

Your Directors draw your attention to Note 33 to the Standalone financial statements and Note No 34 to the consolidated financial statements which set out related party disclosures.

18. ENVIRONMENTAL INITIATIVES

Tinna has always been a frontrunner in continuously improving its operational performance in all areas including quality, safety and environment protection. These initiatives have been taken across all production facilities of the Company. The Company has undertaken various measures to address environmental issues at its plant locations.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

2. Such accounting policies have been selected and applied consistently and judgments 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, 2016 and of the Company''s profit or loss for the year ended on that date.

3. 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.

4. The annual financial statements have been prepared on a going concern basis.

5. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

20. MATERIAL CHANGES AND COMMITMENTS

There was fire at units of the Company at Haldia (West Bengal) and Wada (Maharashtra) during first quarter of Financial Year 2015-16. Part of the inventory of raw material, finished goods, stock in process, building and plant & machinery were damaged in the fire. The units are insured and stocks and assets are covered. The Company has incurred an expenditure of Rs.846.69 lacs towards loss and restoration of assets and inventory. A sum of Rs. 100 lacs has been received towards the part payment of claim. The Company as shown the balance of Rs. 703.43 lacs as claim receivable after providing estimated loss of Rs. 43.26 lacs. Now the plants are fully operational.

21. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 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 names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure “E” forming part of the Annual Report. Disclosures pertaining to the remuneration and the other details as required under Section 197(12) of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annexure “E” forming part ofthe Annual Report.

22. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, 12 Board Meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee comprises of two Non-Executive Directors, both are Independent Directors and one Executive Non Independent Director. Mr. Vivek Kohli possesses adequate knowledge of Accounts, Audit, Finance, etc. The Composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement.

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 attached as Annexure “F” hereto and forms a part of this report.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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 (Annexure “G”) hereto and forms a part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee of the Board has formulated and recommended a CSR Policy to the Board indicating the activities to be undertaken by the Company. The same has been approved by the Board.

The CSR Policy can be accessed on the website of the Company at www.tinna.in

The Company has spent a sum of Rs. 0.47 lacs during the year on CSR activities and 2.% of the average net profits of last three financial years is Rs. 9.73 lacs.

There was fire at units of the Company at Wada (Maharashtra) and Haldia (West Bengal) during first quarter of Financial Year 2015-16. Part of the inventory of raw material, finished goods, stock in process, building and plant & machinery were damaged in the fire. Therefore, the Company could not spent the remaining amount of Rs.9.26.

The Annual Report on CSR activities is enclosed as Annexure H.

D ISC LOSURE UNDE R THE SE XUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVE NT ION, PROHIBIT ION 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 2015-16.

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 sub-section (6) of Section 149 of The Companies Act, 2013.

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. The policy on familiarization programmes is available on the Company''s website www.tinna.in.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES AND POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

Policy for determining material subsidiaries of the Company and Policy on dealing with related party transactions are available on the website of the Company www.tinna.in.

OTHER DISCLOSURES/ REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares and ESOPs) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole time Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. 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.

23. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that Human Resource is the key driver for the success of any organization. Teamwork is encouraged and at the same time every individual is trained and empowered to take right decisions at right time. Training has become a part of the lives of every employee so that innovation becomes the key for all their activities. Your Company has a dedicated team of570 employees as on 31^st March, 2016 as compared to 756 employees as on 31^st March, 2015.

24. 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 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

Place: New Delhi

Date: 12^thAugust, 2016

Bhupinder Kumar Sekhri

Chairman

DIN:00087088

Regd. Office Address:

Tinna House, No. 6,

Tinna House, No. 6,

Sultanpur, Mandi Road,

Mehrauli, New Delhi-110030

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty Eighth Annual Report of your Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars F.Y 2014-15 F.Y. 2013-14

Gross revenue from Operations 9961.43 9835.79

Less: Excise Duty and Service Tax 529.08 548.40

Net Revenues from Operations 9432.35 9287.39

Other Income 210.80 72.50

Profit before Interest, depreciation 2217.11 1183.99 and tax (EBIDTA)

Less: Interest and finance charges 583.24 397.01 (net)

Profit before Depreciation 1633.87 786.98

Less: Depreciation 515.61 368.90

Profit before Prior period items, 1118.26 418.08

Extraordinary items and tax

Less: prior Period items 145.88 -

Profit before tax and extraordinary 972.38 418.08 items

Extraordinary Gain - 1917.05

Profit before tax (PBT) 972.38 2335.13

Less: Provision for tax (net) 270.69 159.05

Profit after tax (PAT) 701.69 2176.08

Add: Balance brought forward 3715.70 1639.82

Less: Adjustment related to transitional 8.05 - provisions of depreciation

Surplus available for appropriation 4409.34 3815.91

Appropriations:

Less: Proposed dividend on equity 171.30 85.65 shares

Less: Tax on proposed dividend 34.87 14.55

Less: Transferred to general reserve 52.62 ---

Balance carried to Balance Sheet 4150.55 3715.70

2. FINANCIAL REVIEW AND STATE OF COMPANY'S AFFAIRS

Our financial performance despite the challenging operating environment underpins the success of our strategy. During the year under review Profit before tax and extra ordinary items was Rs. 972.38 lacs as compared to Rs. 418.08 lacs in the previous Financial Year showing a growth of 132.54 %. Gross revenue from operations was Rs. 9961.43 lacs as compared to Rs. 9835.79 lacs in the previous Financial Year with a marginal growth of 1.27 %. Future outlook of the Company looks bright. The Company proposes to transfer Rs.52.62 lacs to the general reserve out of the amount available for appropriation.

Main business of the Company is manufacture of Crumb Rubber, Crumb Rubber Modifier, Modified Bitumen, Bitumen Emulsion and allied products. Other businesses include Trading of Agro Commodity and Agro Warehousing business carried on through wholly owned subsidiary Tinna Trade Pvt. Limited. Therefore, Investment (note 13 & 16) are further classified as followings undertaking:

(i) Investment in Companies engaged in Agro Commodity, Agro warehousing and allied activities * Rs. 5,05,74,069

(ii) Trade Investment in TP Buildtech P Ltd Rs.1,95,00,000

(iii) Other investment Rs.16,28,30,980 Total Investment Rs.23,29,05,049

* During the year Company earned profit of Rs. 95,34,175 on sale of investment of B.G.K. Infrastructure Developers Pvt. Ltd., which has been included in miscellaneous income. This investment was sold to Tinna Trade Pvt. Ltd.

3. DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended a dividend of Rs. 2/- (20%) per fully paid-up Equity Share of Rs.10/- each of the Company, for the year ended March 31, 2015. Together with Corporate Tax on dividend, the total outflow, on account of equity dividend, will be Rs. 2.06 crores, vis-a- vis Rs. 1.00 crores paid for Financial Year 2013-14.

4. PROJECTS AND EXPANSION PLANS

The Company won contract for supply of 22000 Mt crumb rubber modifier from Indian Oil Corporation Ltd. Company has also won contract for supply of 8000 Mt crumb rubber from Hindustan Colas Limited. We are seeing renewed focus of our Government to accelerate spending in road building and infrastructure, which will result in higher sales of CRM in the coming years. The Company has already ordered two additional lines for tyre rubber reclaim which hopefully will be commissioned during the Financial Year 2015-16 to manufacture Ultrafine Rubber Compound. The Company is in process of introducing high quality ultrafine rubber reclaims for rubber compounding and for rubber components industry. The Company is also very actively exploring the overseas market for export of crumb rubber and reclaim of crumb rubber.

5. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on March 31, 2015. There are two associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There is no JV Company of the Company. Further there has been no material change in the nature of the business of the subsidiaries & associate companies. 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 Companies in Form AOC-1 is provided at Annexure "A" to this report. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. During the Financial Year 2014-15 status of B.G.K. Infrastructure Developers Private Limited changed from Associates to Subsidiary Company. Policy for determining material subsidiaries of the Company is available on the website of the Company www.tinna.in

The details of major subsidiaries, JV and associate Companies are given below:

(i) SUBSIDIARIES

TINNA TRADE PVT. LTD. (TTPL)

Tinna Trade Pvt. Ltd. (TTPL) is 100% subsidiary of Tinna Rubber & Infrastructure Ltd. TTPL is currently engaged in the business of trading (domestic as well as international market) of agro commodities like Pulses Yellow Peas, Green Peas, Chick Peas, Lentils, Kaspa Peas etc. and Grain and Oil Seed Soya Bean, Soya Bean Doc/Meals, Maize, Wheat, Barley etc. TTPL's primary focus is on importing of Pulses like Yellow Peas, Green Peas, Chick Peas, Lentils, Kaspa Peas etc. from Canada and Australia. It has presence at all the major Gateway Ports of India which cater to handling of agriculture commodities. TTPL is playing a major role in bringing agriculture produce directly from Canada and Australia to millers/wholesalers in India. The wholesalers then sell these agricultural commodities to retailers. The Company has their own team at each location for effective execution, distribution and collection. In the Financial Year 2013-14, the Company had entered into strategic agreement with Vitol Asia Pte Limited to represent them in India. Revenue from operations (net) for the Financial Year 2014-15 is Rs. 25287.54 lacs as compared to Rs. 25178.81 lacs showing a marginal growth of .43%. Profit after tax during the year under review is Rs. 25.91 lacs as compared to Rs. 88.08 lacs in the previous Financial Year.

B.G.K. INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED

The Company is engaged in the business of professional warehousing including providing logistic solution to the Agri commodity industry. Revenue from operations (gross) for the Financial Year 2014-15 is Rs. 394.37 lacs as compared to Rs. 205.46 lacs showing a remarkable growth of 77.34 %. Loss after tax during the year under review is Rs. 139.13 lacs as compared to Rs. 3.62 lacs in the previous Financial Year.

(ii) ASSOCIATES

TP BUILDTECH PVT. LTD. (TPBPL)

TPBPL is an associate Company of Tinna Rubber And Infrastructure Ltd. The Company is engaged in the business of manufacturing of construction chemicals. With the help of lots of Research & Development activities during the Financial Year 2014-15, TPBPL has succeeded in getting orders from various renowned brands and some of the best construction Companies in the country. Revenue from operations (gross) for the Financial Year 2014-15 is Rs. 1256.97 lacs as compared to Rs. 277.41 lacs showing a remarkable growth of 353.11%. Loss after tax during the year under review is Rs. 71.56 lacs as compared to Rs. 90.01 lacs in the previous Financial Year.

BGNS INFRATECH PVT.LTD.

The Company is engaged in the business of real estate activities. Revenue from operations for the Financial Year 2014-15 is Rs. 60.00 lacs as compared to nil in the previous Financial Year. Profit after tax during the year under review is Rs. 17.70 lacs as compared to loss of Rs. 3.41 lacs in the previous Financial Year.

6. RISK MANAGEMENT

The Company's risk management framework identifies and evaluates business risks and opportunities. The Company recognises 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. It also provides control measures for risks and future action plans. Tyres are highly inflammable and your Company's property and stock are subject to risk of loss due to fire and flood and these are mitigated with insurance and fire detecting and firefighting equipments and proper security personnel. Regular training program for employees are being organised by the Company relating to fire control.

7. INTERNAL CONTROLS, INTERNAL FINANCIAL CONTROLS AND AUDIT OVERVIEW

A system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company's corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. 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.

* Ensuring the accounting system's integrity proper and authorised 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.

8. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.

9. SHARE CAPITAL

There was no change in the Company's share capital during the year under review. The Company's paid up equity share capital remained at Rs. 8,56,47,500/- comprising of 85,64,750 equity shares of Rs. 10/- each.

10. CORPORATE GOVERNANCE

The Company has complied with requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. Corporate Governance Report in accordance with Clause 49 of the listing agreement is given in this Annual Report. Certificate from Company Secretary in practice on compliance of mandatory requirements thereof is also given in this report.

11. MANAGEMENT DISCUSSION & ANALYSIS

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Anand Kumar Singh, Director, retires by rotation at the for the coming Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Ashok Kumar Sood was appointed as an Additional Director by the Board of Directors of the Company in their meeting held on 29th September, 2014. In terms of Section 161 of the Companies Act, 2013, Mr. Ashok Kumar Sood holds office upto the date of this Annual General Meeting. Further he has been designated as an Independent Director. The terms and conditions of appointment of independent director are as per Schedule IV of the Act. Healso submitted a declaration that he meets the criteria of independence as providedin Section 149(6) of the Act and there has been no change in the circumstances which may affect their statusas independent director during the year.

Pursuant to the provisions of Section 149 of the Act, Mr. Ashish Madan and Mr. Vivek Kohli were appointed/confirmed as independent Directors at the Annual General Meeting of the Company held on 29th September, 2014. The terms and conditions of appointment of independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In terms of the recommendation and approval of Nomination and Remuneration Committee and approval of the Board of Directors of the Company in their meeting held on 18thDecember, 2014, Mrs. Shobha Sekhri was appointed as Additional Director of the Company with effect from 18th December, 2014 and designated as Whole Time Director in accordance with the provisions contained in Section 196 and 197 read with Section 203 of the Companies Act, 2013. In terms of Section 161 of the Companies Act, 2013, Mrs. Shobha Sekhri holds office upto the date of this Annual General Meeting. The details of remuneration payable to Mrs. Shobha Sekhri and the terms and conditions of the appointment are given in the resolution. Mrs. Shobha Sekhri also meets the requirement of Woman Director in the Company

Mr. Maneesh Mansingka and Mr. Kapil Sekhri resigned from the post of Director of the Company w.e.f. 29th May, 2014, Mr. Rahul Garg resigned from the post of Director w.e.f. 29th September, 2014 and Mr. Kulbir Singh resigned from the post of Director w.e.f. 18th December, 2014.Your Directors place on record their deep appreciation for the valuable services rendered by these Directors during their tenure as Directors of the Company.

Mr. Raghuvansh Mani, Company Secretary resigned w.e.f 31st March, 2015 and Mr. Y.P. Bansal appointed as Company Secretary w.e.f. 16th April, 2015.

The disclosure under Clause 49 of the Listing Agreement in respect of Directors appointed/ reappointed during the Financial Year is given in the Notice of Annual General Meeting.

13. BOARD EVALUATION

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.

14. AUDITORS AND AUDITOR'S REPORT

A. STATUTORY AUDITORS

At the Company's Twenty Seventh Annual General Meeting (AGM) held on 29th September, 2014, M/s. V. R. Bansal & Associates, Chartered Accountants, New Delhi, were appointed as the Company's Statutory Auditors from the conclusion of the Twenty Seventh AGM till the conclusion of the Twenty Ninth AGM. In terms of Section 139 (1) of the Companies Act, 2013, the appointment of the statutory auditors to hold office from the conclusion of the Twenty Eighth AGM until the conclusion of the Twenty Ninth AGM is placed for your ratification.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There was slight delay in payment owing to non-adherence of delivery schedule by the suppliers in Micro, small and medium enterprises. However, the Company has paid the principal amount during the year.

B. COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board at its meeting held on 12th August, 2015, has on the recommendation of the Audit Committee, appointed M/s Pant S. & Associates (ICWAI registration no. 101402), Cost Accountants to conduct the Audit of the cost accounting records of the Company for the Financial Year 2015-16.

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ajay Baroota & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "C". The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

15. CONSOLIDATED FINANCIAL RESULTS

As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements have been prepared in accordance with applicable accounting Standards. The Audited Consolidated Financial Statements together with Auditors Report form part to of the Audit Report.

The Consolidated net profit of the Company was Rs.583.85 lacs during the Financial Year 2014-15 as compared to Rs. 2212.84 in the previous Financial Year. The previous Financial Year net profit includes Rs. 1917.05 lacs as extra ordinary income.

16. 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

17. RELATED PARTY TRANSACTIONS

Related Party Transactions that were entered into during the financial year were generally on arm's length basis and in the ordinary course of business subject to certain exceptions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website http://www.tinna.in . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. Related Party Transactions are placed before the Audit Committee for review and approval. 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.

The disclosure of related party transactions required under Section 134 (3)(h) read with section 188(2) of the Companies Act, 2013 is given in Form AOC 2. Accordingly related party transactions which were entered into during the year by your Company, is given in Annexure "D" to this report.

Your Directors draw your attention to Note 34 to the Standalone financial statements and Note No 35 to the consolidated financial statements which sets out related party disclosures.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during Financial Year 2014- 15. The Company has formulated the CSR Policy and the same is available on the website of the Company www.tinna.in

19. ENVIRONMENTAL INITIATIVES

Tinna has always been a frontrunner in continuously improving its operational performance in all areas including quality, safety and environment protection. These initiatives have been taken across all production facilities of the Company. The Company has undertaken various measures to address environmental issues at its plant locations.

20. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2. 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, 2015 and of the Company's profit or loss for the year ended on that date.

3. 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.

4. The annual financial statements have been prepared on a going concern basis.

5. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

21. MATERIAL CHANGES AND COMMITMENTS

There was fire at units of the Company at Wada (Maharashtra) and Haldia (West Bengal) during first quarter of Financial Year 2015-16. Part of the inventory of raw material, finished goods, stock in process, building and plant & machinery were damaged in the fire. The units are fully insured and all stocks and assets are fully covered. The Company is in the process of lodgement of insurance claim with the insurance Company. Restoration work is in process and insurance claim shall be lodged on ascertainment of final claim. The units have partially restarted.

22. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 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 names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure "E" forming part of the Annual Report. Disclosures pertaining to the remuneration and the other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annexure "E" forming part of the Annual Report.

23. DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, nine Board Meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee comprises of two Non-Executive Directors, both are Independent Directors and one Executive Non Independent Director. Mr. Vivek Kohli is the Chairman of the Audit Committee. The Members possess adequate knowledge of Accounts, Audit, Finance, etc. The Composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. There are no recommendations of the Audit Committee which have not been accepted by the Board.

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 attached as Annexure "F" hereto and forms a part of this report.

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 . The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

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 (Annexure "G") hereto and forms a part of this report.

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 2014-15.

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 sub-section (6) of section 149of The Companies Act, 2013.

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. The policy on familiarization programmes is available on the Company's website www.tinna.in

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES AND POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

Policy for determining material subsidiaries of the Company and Policy on dealing with related party transactions areavailable on the website of the Company www.tinna.in

OTHER DISCLOSURES/ REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares and ESOPs) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole- time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. 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.

24. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that Human Resource is the key driver for the success of any organization. Teamwork is encouraged and at the same time every individual is trained and empowered to take right decisions at right time. Training has become a part of the lives of every employee so that innovation becomes the key for all their activities. Your Company has a dedicated team of 756 employees as on 31st March, 2015 as compared to 454 employees as on 31st March, 2014 showing a growth of66.52%.

25. 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 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

Place: New Delhi Date: 12th August, 2015

Bhupinder Kumar Sekhri Chairman DIN:00087088

Office Address:

Tinna House, No. 6, Sultanpur, Mandi Road Mehrauli, New Delhi-110030

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Mar 31, 2014

The Members

The Directors are pleased to present the 27th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2014 (01-04-2013 to 31-03-2014).

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2013-2014 2012-2013

Total Income 9359.89 9036.70

Profit/(loss) before interest, Depreciation & Taxation 1154.02 686.99

Interest 367.04 276.79

Depreciation 368.90 222.37

Profit Before Exceptional Items 418.08 145.65

Exceptional Gain (net) 1917.05 -

PBT 2335.13 145.65

Tax 159.05 (13.24)

Profit/ (loss) after interest, Depreciation & Taxation 2176.08 158.89

Reserves & Surplus 5635.62 3526.13

PERFORMANCE REVIEW

During the year under review, the Company earned total income to the tune of Rs.9359.89lacs as against Rs.9036.70 lacs in the previous year. The company achieved a profit of Rs.2,335.13 lacs (including exceptional gain of Rs. 1,917.05 lacs) as against a profit of Rs.145.65 lacs in the previous year resulting into better PBIDT (Profit before Interest, Depreciation & Tax) to the tune of Rs. 1,154.04 lacs as compared to Rs. 686.99 lacs in previous year.

OPERATIONS:

Your Company is well on the way to growth.As backward integration the Company had set up plants to make Crumb Rubber from old used tyres at 4 strategic locations in North, West, South and East viz., Panipat (Haryana), Wada, District Thane (Maharashtra), Gummidipundi, District Thiruvallur (Tamilnadu) and Haldia (West Bengal).The backward integration has started showing positive result in first year itself by way reduction in cost of raw material. Production at Haldia plant which was started in May, 2013 has shown a better result and production at Gummidipundi plant is likely to be started in the current financial year.

The product wise quantitative statement showing turnover of the company for the last two years is depicted as under which shows that from its new activities, your company is achieving positive response and will achieve better results in next year itself:

Sl. Name of Product 2013-14 2012-13 No. (QTY. In MT) (QTY. In MT)

1. Crumb Rubber Modifier to Oil Refiniries 12,235 9,240

2. Job work (Oil Refiniries) 1,12,598 90,952

3. Fine Crumb Rubber for Site Mixing 3,613 5,289

4. Job work (Site Mixing) 30,798 43,581

5. Crumb Rubber / Polymer Modifier Bitumen 3,165 7,312

6. Bitumen Emulsion 2,598 3,985

7. Steel Scraps 4,488 1,537

8. Crumb Rubber 6,104 388

9. Others 62 101

Total 1,75,661 1,62,385

The Company lays strong emphasis on utilization of modern technology for qualitative services and business efficiency geared towards complete customer satisfaction and achieving milestones. This is reflective in company''s plans to add state of the art crumbing units at its various locations.

The Company is operating in single segment mainly Crumb Rubber, Crumb Rubber Modifier and Modifier Bitumen & Emulsion Bitumen.The turnover trends of the company for the last five years remained as under:

TRENDS OF EARNING PER SHARES OF LAST FIVE YEARS:

The earning per share depicts the proportion of profits of the Company in a financial year with each shares held by the shareholder The EPS Trends for the last five years remained as under:

CLB MATTER/ORDER

In view of family dispute, the Hon''ble Company Law Board, New Delhi, vide its Order dated 09 th June, 2009 directed for division in group business/activities in the overall interest of the group and public at large.The settlement is fully in place and has been acted upon and as such all the major issues have been resolved. Some minor issues are pending for which petition (s) / application (s) was filed by/against the company before the Hon''bleSupreme Court of Delhi. These matters are pending before the court and being taken care of properly in the interest of the company and public at large.

DIVIDEND:

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of Re.1/- per share to the members for the financial year ended 31.03.2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended, regarding conservation of energy and technology absorption & foreign exchange earnings & outgo is given in the annexure forming part of this Report.

FIXED DEPOSITS

The Company has not accepted deposits from the public. Hence, the provisions of Section 58A of the Companies Act, 1956 and the Rules made under the Companies (Acceptance of Deposits), Rules, 1975, as amended with regard to the deposits accepted from the public are not applicable.

AUDITORS

M/s. V. R. Bansal & Associates, Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting & being eligible have offered themselves for re- appointment, which if made, will be in conformity with the provisions of Section 139 of the Companies Act, 2013.

AUDITORS'' REPORT

The Auditors'' observations on the accounts have been extensively dealt with in the notes & necessary corrective actions are being taken. The Directors wish to further state that the Company is continuously making efforts for further streamlining/improving the internal audit and other systems. Regarding the comment about short provisions of depreciation for the assets at Mangalore Refinery Petro Chemical Limited (MRPL), Mangalore, the Company earlier intended to re- negotiate due to less than assured business. However, considering commercial consideration and future business and also for maintaining cordial business relation, your Board of Directors have decided to give the plant to MRPL at Re. 1/- only. The remaining depreciation has been booked in the account of first quarter ended on 30th June, 2014.

There was slight delay in payment owing to non-adherence of delivery schedule by the suppliers in Micro, Small and Medium Enterprises. However the company has paid the principal amount during the year.

COST AUDITORS:

As per section 148 of the Companies Act, 2013 and the MCA Circular dated 6th November, 2012, the Board has approved the appointment of M/s Lal Pant & Co., Cost & Management Accountants, Delhi ( Firm Regn no. 000422) as Cost Auditor to carry out the cost audit of the products being manufactured by the company for the year ending 31st March, 2015

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2014, on going concern basis''.

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217 (2A) of the Companies Act, 1956 as amended. Hence, no information is required to be appended to this report.

DIRECTORS

Shri Anand Kumar Singh, Whole-Time Director retires by rotation and being eligible offer himself for re-appointment.

Shri Ashish Madan who was appointed as Additional Director of the company on 29th May, 2014 will be confirmed in the coming shareholders meeting.

Shri Kapil Sekhri and Shri Maneesh Mansingka resigned from the directorship of the company w.e.f. 29th May, 2014.

The Board places on record its appreciation for the valuable contribution made by Shri Kapil Sekhri & Shri Maneesh Mansingka during their tenure as Directors of the Company.

CONSOLIDATION:

In accordance with the Accounting Standard (AS-21) on Consolidated Financial Statements read with AS-23 on accounting for Investment in Associates, the audited consolidated Financial Statements is provided in the Annual Report.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956 the audited Statement of accounts along with the Reports of the Board of Directors of Tinna Trade Private Limited and the auditor''s report for the year ended 31st March, 2014 is annexed.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement (a) Management Discussion & Analysis Report (b) Report on Corporate Governance (c) the certificate on Corporate Governance are given in the annexure to this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the assistance and co-operation extended to the Company by the Banks/ Govt. Authorities and other agencies. The Directors also thank all the employees of the Company at every level for their valuable services and continued support during the year.

For & on behalf of the Board

New Delhi August 22, 2014

Bhupinder Kumar Sekhri Anand Kumar Singh

Managing Director Whole-Time Director

---

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 26th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2013 (01-04-2012 to 31-03-2013).

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2012-2013 2011-2012

Total Income 9,036.70 10,618.37

Profit/(loss) before interest, Depreciation & Taxation 644.81 602.27

Interest & Other borrowing costs 276.79 212.87

Depreciation 222.37 120.35

Profit Before Exceptional Items 145.65 269.05

Exceptional Gain (net) - 473.77

PBT 145.65 742.82

Tax (13.24) 121.17

Profit/ (loss) after interest, Depreciation & Taxation 158.89 621.65

Reserves & Surplus 3526.13 3366.56

REVIEW OF OPERATIONS

During the year under review, the Company earned total income to the tune of Rs. 9036.70 lacs as against Rs. 10,618.37 lacs in the previous year. This year the Company earned a Profit (PAT) of Rs. 158.89 lacs as against Rs. 621.65 lacs (including Exceptional gain of Rs. 473.77 lacs) in the previous year.

During the year under review, the Company did a business of Rs. 8,359.96 lacs as against a business of Rs. 10,195.21 lacs in the previous year from its bitumen division. The company also started trading of construction chemicals in the year 2011-12 and during the year under review, achieved a turnover of Rs. 125.73 lacs as compared to Rs. 23.23 lacs in previous year. With all these activities, the Company, during the year under review, although earned a lesser profit of Rs. 145.65 lacs as against a profit of Rs. 269.05 lacs in the previous year, but has achieved better PBIDT (Profit before Interest, Depreciation & Tax) to the tune of Rs. 644.81 lacs as compared to Rs. 602.27 lacs in previous year. Depreciation & Interest are higher due to start of new Crumb Rubber Plant. As backward integration the Company has set up plants to make Crumb Rubber from old used tyres at 4 strategic locations in North, West, South and East viz., Panipat (Haryana), Wada, District Thane (Maharashtra), Gummidipundi, District Thiruvallur (Tamilnadu) and Haldia (West Bengal). Production at Panipat and Wada started in April, 2012 & February, 2013 respectively. The backward integration has started showing positive result in first year itself by way of reduction in cost of raw material. Production at Haldia plant has also started in May, 2013 and production at Gummidipundi plant is likely to start within the current financial year.

Since the business of the company mainly consists of manufacturing of crumb rubber, crumb rubber modifier and processing & mixing of bituminous products and therefore to reflect the present activities, the name of your company has been changed from ''Tinna Overseas Limited'' to ''Tinna Rubber And Infrastructure Limited.''

The product wise quantitative statement showing turnover of the company for the last two years is depicted as under which shows that from its new activities, your company is achieving positive response and will achieve better results in next year itself:

Sl. Name of product 2012-13 2011-12 No. (QTY. In MT) (QTY. In MT)

1. Crumb Rubber Modifier to Oil Refiniries 9240 13919

2. Job work (Oil Refiniries) 90952 135584

3. Fine Crumb Rubber for Site Mixing 5289 4656

4. Job work (Site Mixing) 43581 36323

5. Crumb Rubber / Polimer Modifier Bitumen 7312 14112

6. Bitumen Emulsion 3985 1358

7. Steel 1537 Nil

8. Crumb Rubber 388 Nil

9. Others 101 20

The Company lays strong emphasis on utilization of modern technology for qualitative services and business efficiency geared towards complete customer satisfaction and achieving milestones. This is reflective in company''s plans to add state of the art crumbing units at its various locations.

The Company is operating in single segment mainly Crumb Rubber, Crumb Rubber Modifier and Modifier Bitumen & Emulsion Bitumen. The turnover trends of the company for the last five years remained as under:

TURNOVER TRENDS

TRENDS OF EARNING PER SHARES OF LAST FIVE YEARS:

The earning per share depicts the proportion of profits of the Company in a financial year with each shares held by the shareholders. The EPS Trends for the last five years remained as under:

CLB MATTER/ORDER

In view of family dispute, the Humble Company Law Board, New Delhi, vide its Order dated 09th June, 2009 directed for division in group business/activities in the overall interest of the group and public at large. The settlement is fully in place and has been acted upon and as such all the major issues have been resolved. Some minor issues are pending for which petition (s) / application (s) was filed by/against the company before the Humble Supreme Court of Delhi. These matters are pending before the court and being taken care of properly in the interest of the company and public at large.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended, regarding conservation of energy and technology absorption & foreign exchange earnings & outgo is given in the annexure forming part of this Report.

FIXED DEPOSITS

The Company has not accepted deposits from the public. Hence, the provisions of Section 58A of the Companies Act, 1956 and the Rules made under the Companies (Acceptance of Deposits), Rules, 1975, as amended with regard to the deposits accepted from the public are not applicable.

AUDITORS

M/s V.R. Bansal & Associates, Chartered Accountants, New Delhi retires at the conclusion of this Annual General Meeting & being eligible have offered themselves for re- appointment.

AUDITORS'' REPORT

The Auditors'' observations on the accounts have been extensively dealt within the notes & necessary corrective actions are being taken. The Directors wish to further state that the Company is continuously making efforts for further streamlining/improving the internal audit and other systems. Regarding the comment about short provisions of depreciation for the assets at Mangalore Refinery Petro Chemical Limited, Mangalore, the Company would re- negotiate due to less than assured business as explained in the note 12(a) of Fixed Assets.

There was slight delay in payment mainly owing to non- adherence of delivery schedule by the suppliers However the company has paid the principal amount during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2013, on going concern basis''.

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217 (2A) of the Companies Act, 1956 as amended. Hence, no information is required to be appended to this report.

DIRECTORS

Shri Bhupinder Kumar Sekhri and Shri Maneesh Mansingka retire by rotation and being eligible offer themselves for re-appointment. Shri Kulbir Singh and Shri Anand Kumar Singh who were appointed as Additional Directors of the company on 14th November, 2013 and 29th May, 2013 respectively will be confirmed in the coming shareholders meeting. Shri Anand Kumar Singh will also be appointed as Whole-Time Director in the coming shareholders meeting.

Shri Bishnu Agarwalla resigned from the directorship of the company w.e.f. 29th May, 2013. The Board places on record its appreciation for the valuable contribution made by Shri Bishnu Agarwalla during his tenure as Director of the Company.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956 the audited Statement of accounts along with the Reports of the Board of Directors of B. G. K. Infrastructure Developers Private Limited and the auditor''s report for the year ended 31st March, 2013 is annexed.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement (a) Management Discussion & Analysis Report (b) Report on Corporate Governance (c) the certificate on Corporate Governance are given in the annexure to this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the assistance and co-operation extended to the Company by the Banks/ Govt. Authorities and other agencies. The Directors also thank all the employees of the Company at every level for their valuable services and continued support during the year.

For & on behalf of the Board New Delhi

August 12, 2013 Bhupinder Kumar Sekhri Kulbir Singh

Managing Director Director

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Mar 31, 2012

The Directors are pleased to present the 25th Annual Report and the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2012 (01 04 2011 to 31 03 2012).

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2011-2012 2010-2011

Total Income 10,618.37 11,795.46

Profit/(loss) before interest,

Depreciation & Taxation 602.27 508.74

Interest 212.87 221.76

Depreciation 120.35 113.79

Profit Before Exceptional Items 269.05 173.19

Exceptional Gain (net) 473.77 -

PBT 741.96 171.16

Tax 121.17 107.64

Profit/(loss) after interest, Depreciation & Taxation 621.65 65.55

Reserves & Surplus 3366.56 2882.63

REVIEW OF OPERATIONS

During the year under review, the Company achieved total income to the tune of Rs. 10,618.37 lacs as against Rs. 11,795.46 lacs in the previous year. This year the Company earned a PAT of Rs. 621.65 lacs as against a profit ofRs. 65.55 lacs in the previous year.

During the year under review in the bitumen division the Company did a business ofRs. 10,543.30 lacs as against a business of Rs. 9070.94 lacs in the previous year. In this division, during the year under review the Company earned a profit of Rs. 1040.50 lacs as against a profit of Rs. 1114.73 lacs in the previous year.

Company has discontinued trading of Soya DOC and now entirely focussing on Crumb Rubber, Bituminous and infrastructure related products. Company started trading of construction chemicals and achieved turnover ofRs. 24.23 lacs. Site mixing business has grown as expected and its share in total sales has increased.

Due to moderate increase in Sales price and better cost control and utilisation of resources, Company has achieved better profit at Rs. 269.05 lacs (before exceptional gain) as compare to Rs. 173.19 lacs. The Company lays strong emphasis on utilization of modern technology for qualitative services and business efficiency geared towards complete customer satisfaction and achieving milestones. This is reflective in company’s plans to add state of the art crumbing units at its various locations.

Over a period of 4 years Company had invested about 80 lacs at Tuljapur (Maharashtra) on jatropha plantation and other allied related assets including irrigation pipeline, temporary shed and preoperative expense. The concept of jatropha could not deliver as per expectation to most of the investors and we also were facing the same situation of non-viability of cultivating Jatropha. To save on further loss and to channelize management attention to more productive purpose, Company decided to surrender the lease and discontinue this activity.

The company’s operating business are organized and managed separately according to the nature of products, with each segment representing a strategic business unit that offers different products. The identified segments are bitumen division, trading in construction chemicals, agricultural activity division and warehousing and infrastructure.

TURNOVER TRENDS

TRENDS OF EARNING PER SHARES OF LAST FIVE YEARS:

This year Company has recorded good earnings per share for its shareholders in comparison to last year. The earning per shares depicts the proportion of profits of the Company in a financial year with each shares held by the shareholders.

CLB MATTER/ORDER

In view of family dispute, the Hon'ble Company Law Board, New Delhi, vide its Order dated 09th June, 2009 directed for division in group business/activities in the overall interest of the group and public at large. Thereafter petition (s) / application (s) filed by/against the company related to other family disputes before the Hon'ble High Court of Delhi. The matters are pending before the court.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended, regarding conservation of energy and technology absorption & foreign exchange earnings & outgo is given in the annexure forming part of this Report.

FIXED DEPOSITS

The Company has not accepted deposits from the public. Hence, the provisions of Section 58A of the Companies Act, 1956 and the Rules made under the Companies (Acceptance of Deposits), Rules, 1975, as amended with regard to the deposits accepted from the public are not applicable.

AUDITORS

M/s Rawla & Co., Chartered Accountants, New Delhi retires at the conclusion of this Annual General Meeting & being eligible have offered themselves for re- appointment.

AUDITORS' REPORT

The Auditors' observations on the accounts have been extensively dealt with in the notes & necessary corrective actions are being taken. The Directors wish to further state that the Company is continuously making efforts for further streamlining/improving the internal audit and other systems. The Company has sold non-strategic investment in order to meet the fund requirement for the core business of crumb rubber/bituminous products. Regarding the comment about short provisions of depreciation for the assets at Mangalore Refinery Petro Chemical Limited, Mangalore, the Company would re-negotiate due to less than assured business.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2012, on going concern basis'.

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217 (2A) of the Companies Act, 1956 as amended. Hence, no information is required to be appended to this report.

DIRECTORS

Shri Bhupinder Kumar Sekhri shall be appointed as Managing Director of the company in coming annual general meeting. Shri Kapil Sekhri retires by rotation and being eligible offer himself for re-appointment.

S/Shri Rajesh Garg and Anil Kumar Grover resigned from the directorship of the company w.e.f. 24th December, 2011 and 30th April, 2012 respectively. The Board places on record its appreciation for the valuable contribution made by Mr. Garg and Mr. Grover during their tenure as Director of the Company. Mr. Daini Singh was appointed as additional director on 24th December, 2011 but due to immediate involvement in his personal assignments he resigned from directorship of the company on 23rd March, 2012.

Shri Bishnu Agarwalla, Shri Vivek Kohli and Shri Maneesh Mansingka who were appointed as additional director on 23rd March, 2012 shall be confirmed in the coming shareholders meeting.

DELISTING

The Board of Directors commended the resolution for approval in ensuing annual general meeting. The company communicated to stock exchanges where it intends to delist its shares for necessary course of action from Delhi Stock Exchange Association Limited (DSE), The Calcutta Stock

Exchange Association Limited (CSE) & The Stock Exchange Ahmedabad (ASE). The equity shares will continue to be listed at the Bombay Stock Exchange (BSE) having nation wide terminals.

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act, 1956 the audited Statement of accounts along with the Reports of the Board of Directors of B. G. K. Infrastructure Developers Private Limited and the auditor's report for the year ended 31st March, 2012 is annexed.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement (a) Management Discussion & Analysis Report (b) Report on Corporate Governance (c) the certificate on Corporate Governance are given in the annexure to this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the assistance and co-operation extended to the Company by the Banks/ Govt. Authorities and other agencies. The Directors also thank all the employees of the Company at every level for their valuable services and continued support during the year.

For & on behalf of the Board

New Delhi August 27, 2012

Bhupinder Kumar Sekhri Kulbir Singh Whole Time Director Director

---

Mar 31, 2010

The Directors are pleased to present the 23rd Annual Report and the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2010 (01-04-2009 So 31-03-2010)

FINANCIAL RESULTS

(Rs. in lacs)

2009-2010 2008-2009

Total Income 15819,65 5472.17

Profit before Interest, 679.02 1190.12

Depreciation & Taxation

Interest 119.49 64.22

Depreciation 98.38 96.01

Tax 125.54 157.43

Profit/(!oss) after interest, 335.61 872.46

Depreciation & taxation

Reserves & Surplus 2816.07 2480.46



REVIEW OF OPERATIONS

During the year under review, the Company achieved a level of total income to the tune of Rs 15819,65 lacs as against Rs 5472.17 Sacs in the previous year. This year the Company earned a profit of 1 335.61 lacs as against a profit of Rs 872.46 lacs in the previous year.

During the year under review in the bitumen division the Company did a business of ? 7410.77 lacs as against a business of Rs 5455.62 lacs in the previous year. In this division, during the year under review the Company earned a profit of ? 318.93 lacs as against a profit of Rs 872.60 lacs in the previous year. The increase in turnover is due to sale of Modified Bitumen. The reduction in profit mainly resulted due to lowering of profit margins & the Company could get lesser direct business from refineries & could get business as sub contractor which also resulted in lowering of profit margins.

The Company has been making continuous efforts to get the direct business from refineries & has succeeded to a great extent & is hopeful to maintain profitability in future & even perform better in the corning years.

During the year the Company has also undertaken trading of Soyabean meal to the extent of Rs 8302.73 lacs and earned a profit of Rs 16.68 lacs.

The plantation of Jatropha activity is in early stages but the Company believes it has a great potential in the coming years.

The Company is also contemplating to undertake business of bitumen emulsion. The Company sees a great scope in these business activities. As with the help of bitumen emulsion even roads can be repaired/maintained in rainy / winter season which will be a positive step in India.

As backward integration Company is also contemplating to undertake manufacturing of Crumb Rubber.

The main thrust of the Company is on bitumen related activities wherein the Company finds a great potential. The Companys developed Bitumen Modifier, trade named " TBM SUPER" which substantially improves the vita! properties of Bitumen and in turn quality and life of roads as evidenced by various reputed Government/ other laboratory reports such as; Central Road Research Institute (CRRI), New Delhi, Highway Research Station, Chennai, Gujrat Engineering Research Institute, Vadodra, Indian Instituie of Technology, Kharagpur & Bangalore University, Department of Civil Engineering, Bangalore etc., etc, after being test launched/ successful test tracks being undertaken by them at various places. Various tracks have been laid with the use of TBM at Delhi, Haryana, Border Roads at Rajasthan J&K, Mizoram, Leh, Arunachal Pradesh and many other places and they have been performing satisfactorily. National Highway Authority has been using our product after being satisfied on number of successful trial runs. Various other Govt authorities/ bodies have/ have been recommending the use of TBM in their projects/proposed projects. The Company has also tied up with the refineries of Chennai Petroleum Corporation Ltd. (CPCL), Indian Oil Corporation Ltd. (IOCL) Hindustan Petroleum Corporation Ltd. (HPCL), Bharat Petroleum Corporation Ltd. (BPCL) & Mangalore Refinery & Petrochemicals Limited (MRPL) for supply of bitumen modifier to manufacture modified bitumen at their refineries level and in the process has already set up manufacturing facilities at Chennai, Mumbai & Panipat to cater the needs of IOCL, CPCL, HPCL & BPCL. The Company has also set up its manufacturing facilities at Silvassa (Dadra Nagar Haveli) and Kalamb (Himachal Pradesh). The Company has further setup/in the process of setting up its manufacturing facilities at Mangalore, Haldia & Mathura to meet their requirements. It is expected that the Company would be able to further improve its position in the coming years.

CLE MATTER/ORDER

There arose a dispute/mis-understanding among the family directors/ promoters and the petitions were filed before the Horble Company Law Board, New Delhi. After number of hearings the Honble Company Law Board, New Delhi, vide its Order dated 09th June, 2009 (effective from 05th January, 2009) directed for division in group business/activities in the overall interest of the group and public at large. The necessary steps have been taken in conformity with the CLB Order,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS 4 OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies {Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended, regarding conservation of energy and technology absorption & foreign exchange earnings & outgo is given in the annexure forming part of this Report.

FIXED DEPOSITS

The Company has not accepted deposits from the public. Hence, the provisions of Section 58A of the Companies Act, 1956 and the Rules made under the Companies (Acceptance of Deposits), Rules, 1975, as amended with regard to the deposits accepted from the public are not applicable.

AUDITORS

M/s Rawla & Co., Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting & being eligible have offered themselves tor re- appointment.

AUDITORS REPORT

The Auditors observations on the accounts have been extensively dealt with in the notes & further necessary corrective actions are being taken. The Directors wish to further state that the Company is continuously making efforts for further streamlining/improving the interna! audit and other systems.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act,1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010, on a going concern basis.

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217 (2A) of the Companies Act, 1956 as amended. Hence, no information is required to be appended to this report.

DIRECTORS

Shri Kapil Sekhri & Shri Anil Kumar Grover retire by rotation and being eligible offer themselves for re-appointment.

The resignations of S/Shri Gaurav Sekhri & D.RL. Nanda from directorship have been accepted w.e.f. 26th July, 2010. The Board places on record its appreciation for the valuable contribution made by them during their tenure as Director of the Company.

DELISTING

The Company has requested for voluntary delisting of equity shares from Delhi Stock Exchange Association Limited (DSE), The Calcutta Stock Exchange Association Limited (CSE) & The Stock Exchange Ahmedabad (ASE) in 2003. The equity shares are yet to be delisted from these exchanges. But, even after delisting from these exchanges the equity shares will continue to be listed at the Mumbai Stock Exchange (BSE) having nation wide terminals.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement (a) Management Discussion & Analysis Report (b) Report on Corporate Governance (c) the certificate on Corporate Governance are given in the annexure to this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the assistance and co-operation extended to the Company by the Banks/ Govt. Authorities and other agencies. The Directors also thank all the employees of the Company at every level for their valuable services and continued support during the year.



For & on behalf of the Board Place : New Delhi

Dated: 29th July, 2010

Bhupinder Kumar Anil Kumar Grover

Chairman Director

---

Mar 31, 2009

The Directors are pleased to present the 22nd Annual Report and the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2009 (01-04-2008 to 31-03-2009)

FINANCIAL RESULTS

(Rs. in lacs)

2008-2009 2007-2008 (12months) (9months)

Total Income 5376.27 3298.26

Profit before Interest, 1190.12 (132.91)

Depreciation & Taxation

Interest 64.22 93.73

Depreciation 96.01 102.73

Tax 157.43 (56.56)

Profit/(loss) after interest, 872.46 (272.81)

Depreciation & taxation

Reserves & Surplus 2480.46 4156.26



REVIEW OF OPERATIONS

During the year under review, the Company achieved a level of total income to the tune of Rs. 5376.27(12months) as against Rs.3298.26 lacs (9 months) in the previous year. This year the Company earned a profit of Rs. 872.46 lacs as against a loss of Rs. 272.81 in the previous year. The Company is hopeful to maintain the tempo in future & even perform better in the coming years.

The plantation of Jatropha activity in early stages but the Company believes it has a great potential in the coming years.

The main thrust of the Company is on bitumen related activities wherein the Company finds a great potential. The Companys developed Bitumen Modifier, trade named " TBM SUPER" which substantially improves the vital properties of Bitumen and in turn quality and life of roads as evidenced by various reputed Government/ other laboratory reports such as; Central Road Research Institute (CRRI), New Delhi, Highway Research Station, Chennai, Gujrat Engineering Research Institute, Vadodra, Indian Institute of Technology, Kharagpur & Bangalore University, Department of Civil Engineering, Bangalore etc., etc., after being test launched/ successful test tracks being undertaken by them at various places. Various tracks have been laid with the use of TBM at Delhi, Haryana, Border Roads at Rajasthan J&K, Mizoram, Leh, Arunachal Pradesh and many other places and they have been performing satisfactorily. National Highway Authority has been using our product after being satisfied on number of successful trial runs. Various other Govt authorities/ bodies have/ have been recommending the use of TBM in their projects/proposed projects. The Company has also tied up with the refineries of Chennai Petroleum Corporation Ltd. (CPCL), Indian Oil Corporation Ltd. (IOCL) Hindustan Petroleum Corporation Ltd. (HPCL), Bharat Petroleum Corporation Ltd. (BPCL) & Mangalore Refinery & Petrochemicals Limited (MRPL) for supply of bitumen modifier to manufacture modified bitumen at their refineries level and in the process has already set up manufacturing facilities at Chennai, Mumbai & Panipat to cater the needs of IOCL, CPCL, HPCL & BPCL. The Company has also set up its manufacturing facilities at Silvassa (Dadra Nagar Haveli) and Kalamb (Himachal Pradesh). The Company has further setup/in the process of setting up its manufacturing facilities at Mangalore, Haldia & Mathura to meet their requirements. It is expected that the Company would be able to further improve its position in the coming years.

CLB MATTER/ ORDER

There arose a dispute/mis-understanding among the family directors/ promoters and the petitions were filed before the Honble Company Law Board, New Delhi. After number of hearings the Honble Company Law Board, New Delhi, vide its Order dated 09,th June, 2009 (effective from 05lh January, 2009) directed for division in group business/activities in the overall interest of the group and public at large. Effective steps have been taken/are being taken in order to comply with the Order.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended, regarding conservation of energy and technology absorption & foreign exchange earnings & outgo is given in the annexure forming part of this Report.

SUBSIDIARY COMPANIES

In terms of the effect of the CLB Order dated 09th June 2009 (effective from 05th January, 2009) Tinna Finex Limited & Duraflex Services & Construction Technologies Limited cease to be subsidiary companies of the Company.

FIXED DEPOSITS

The Company has not accepted deposits from the public. Hence, the provisions of Section 58A of the Companies Act, 1956 and the Rules made under the Companies (Acceptance of Deposits), Rules, 1975, as amended with regard to the deposits accepted from the public are not applicable.

AUDITORS

M/s Rawla & Co., Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting & being eligible have offered themselves for reappointment.

AUDITORS REPORT

The Auditors observations on the accounts have been extensively dealt with in the notes. The Directors wish to further state that the Company is continuously making efforts for further streamlining the internal audit and other systems.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31a March, 2009, on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of CLB Order dated 09th June, 2009 (effective from 05lh January, 2009) Tinna Finex Limited & Duraflex Services & Construction Technologies Limited cease to be subsidiary companies of the Company, therefore consolidated financial statements as per Accounting Standards are not required/applicable.

PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217 (2A) of the Companies Act, 1956 as amended. Hence, no information is required to be appended to this report.

DIRECTORS

Shri D.P.L. Nanda retires by rotation and being eligible offers himself for re-appointment.

S/Shri Madan Kukreja & Rajesh Garg appointed as additional directors on 15lh April, 2009& 28th August, 2009 respectively. They hold the office up to the date of ensuing annual general meeting and are eligible for appointment. The Company has received from some members notices under section 257 of the Companies Act, 1956 proposing their appointment.

S/Shri Vijay K. Sekhri, Anil Kumar Sekhri & Jagat Mohan Pushkama resigned from directorship w.e.f. 271h March, 2009 in terms of understanding at CLB & CLB Order dated 05th January, 2009.

Shri Raj Krishan Gupta who was appointed as additional director on 27th March, 2009 resigned w.ef.15 th April,2009.

The resignation of Shri Ravindra Chhabra from directorship has been accepted w.e.f. 28 th August, 2009. The Board places on record its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

DELISTING

The Company has requested for voluntary delisting of equity shares from Delhi Stock Exchange Association Limited (DSE), The Calcutta Stock Exchange Association Limited (CSE) & The Stock Exchange Ahmedabad (ASE) in 2003. The equity shares are yet to be delisted from these exchanges. But, even after delisting from these exchanges the equity shares will continue to be listed at the Mumbai Stock Exchange (BSE) having nation wide terminals.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement (a) Management Discussion & Analysis Report (b) Report on Corporate Governance (c) the certificate on Corporate Governance are given in the annexure to this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the assistance and co-operation extended to the Company by the Banks/ Govt. Authorities and other agencies. The Directors also thank all the employees of the Company at every level for their valuable services and continued support during the year.



For & on behalf of the Board

Place : New Delhi

Dated: 14th Nov., 2009

Bhupinder Kumar Kapil Sekhri

Chairman Director