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

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.

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.

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.

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

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

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 31st March 2023.

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.

India is battling with the problem of plastic p o l l u ti o n . Ti n n a h a s l oo ked u p o n th i s 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.

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

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:

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.

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.

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.

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.

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 p ro p e r an d a u t h o ri zed re co rd i n g a n d 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 m an ag em en t of ri sks, th e pro ced u re-l ed verification of all compliance as well as an enhanced control consciousness

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.

There was no change in the Company's share capital d uri ng th e year un d er 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.

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 fro m C o m p a n y S ecret a ry i n p ra ct i ce o n compliance of mandatory requirements thereof is also given in this report.

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

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings o f t h e B o a rd o f D i re c to rs' a n d ' G e n e ra l Meetings',respectively, have been duly followed by the Company.

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

Mrs Promila Kumar resigned from company w.e.f 31st March, 2023. Krishna Prapoorna Biligiri(DIN: 10147631) Appointed as an Independent Director w.e.f 24th May, 2023. Mrs. Bharati Chaturvedi (DIN: 08572677), Appointed as an Independent Director w.e.f 24th 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 S EB I ( Li sti n g O b l i g ati on s an d Di scl o su re R eq u i rem en ts) Re g u l ati on s, 201 5 an d ( i i ) 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.

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.

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 35th Annual general Meeting till the conclusion of 40th 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.

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 29th July, 2023, has on the recomm en dation of th e Au dit Com m ittee, appoin ted M/s Pan t 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.

Pursuant to the provisions of Section 204 of the

Com p an i es Act, 201 3 an d th e Co m pan i es (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 e ntrie s in the SDD (so ftwa re) h ave b een 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.

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 avai l abl e on th e websi te of th e Com pan y www.tinna.in.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 31st March, 2023

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

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.

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.

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

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.

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 traini ng an d oth er devel opm ental programs. These policies encourage continuous learnings and innovations. Your Company has a dedicated team of 651 employees as on 31stMarch, 2023 as compared to 721 employees as on 31stMarch, 2022. The Company continues to have cordial industrial relations.

Your Directors take this opportunity to express their appreciation for the cooperation and assi stan ce recei ved fro m th e con cern ed 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.

Regd. Office Address:

Tinna House, No. 6,

Sultanpur, Mandi Road Mehrauli,

New Delhi-110030