During the year under review, the company has revenue of Rs. 29412.30 Lakhs as against Rs. 33458.05 Lakhs in the previous Financial Year. The company has Loss of Rs. 282.12 Lakhs before Tax during current FY as compared to profit of Rs. 21.80 Lacs during last FY. Profit after Tax of the company is Rs. 263.52 Lakhs after adjusting deferred Tax expense during FY 23 as compared to Profit of Rs. 58.01 Lacs during FY22.

2. DIVIDEND

The Directors of the company do not recommend any dividend forthe F.Y. 2022-23.

3. TRANSFER TO RESERVES

The Company has not transferred any amount towards any reserves during the FY 2022-23.

4. CHANGE IN THE NATURE OF BUSINESS

There has been no material change in the nature of business of the company

5. FUTURE OUTLOOK

The fight with the inflation seems to have reached at conclusion, it is also evident in the recent commentary by US FED who has indicated that the trajectory of increase in the policy rates is over for now & we may see the reduction in the rate to commence in due course. Also, the lower demand of energy has decreased the crude prices. This shall further be instrumental for reduction in interest rate.

India has emerged as largest growing emerging economy in the world and also Indian population has surpassed the head counts of china as well. Company is engaged in the business of food grains where the prices are low. The lower prices shall attract more demand for consumption. It may benefit to the company during FY24.

6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint Venture or associate company as on 31^st March, 2023.

7. RISK MANAGEMENT

The Company has well defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management. The operating managers are responsible for identifying and putting in place mitigation plan for operational and process risks. Key strategic and business risks are identified and managed by the senior leadership team in the organization. The Company's approach to address business risks is comprehensive and includes periodic review of such risks and has established a framework for mitigating controls and reporting mechanism of such risks. Some of the risks that the Company is exposed to are Financial Risk, Regulatory Risks, Human Resources Risks, strategic Risks and foreign exchange fluctuation risks. The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy and is available on the website of the Company www.tinnatrade.in.The risk management policy of the company aims at identifying, analyzing, assessing, mitigating, monitoring and governing any risk or potential threat in the achievement of strategic objectives of the company.

8. INTERNAL CONTROL SYSTEMS

Your Company's Internal Control Systems are commensurate with the nature, size and complexity of its business. The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Company has internal audit system which reviews and ensures sustained effectiveness of internal control. It has defined procedures covering financial, operating and management functions. The internal auditor carries out internal audit of the company and reports its findings to the Board of directors and Audit Committee of the company, which reviews the report and ensures that the areas defined for internal audits are proper and adequate. On review of the internal audit observations, there are no adverse observations having material impact on the financials, commercial implications or noncompliances.

9. DEPOSITS

The company has not accepted any deposits from public and no amount of principal or interest on deposits from public was outstanding as on date of balance sheet. No disclosure or reporting is required related to the public deposits under Chapter V of the Companies Act, 2013 as there is no transaction during the year under report.

10. SHARE CAPITAL

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

A) Issue of equity shares with differential rights

The company has not issued any equity shares with differential rights during the year underreport.

B) Issue of sweat equity shares

The company has not issued any sweat equity shares during the year under report.

C) Issue of employee stock options

The company has not issued any shares under employee stock options during the year under report.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under report.

11. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with schedule V of the Listing Regulations, a Report on Corporate Governance together with Certificate from practicing company secretary confirming compliance is included in the Annual Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report on the operations of the company, as required under the SEBI (Listing Obligations and Disclosure Requirements), 2015 is provided in the Annual Report as Annexure-A to the board Report.

i) Appointment & Resignation

Mr. Gaurav Sekhri (DIN-00090676), Managing Director of the Company, whose tenure expired on 31^st March, 2023, has been re-appointed by board of Directors of the company for the term of three years in their meeting held on 8^th February, 2023 with effect from 1^st April, 2023, on the basis of recommendation of the Nomination and Remuneration Committee and subject to the approval of shareholders in the ensuing Annual general Meeting (AGM) by way of passing ordinary resolution. Your Directors recommend his reappointment as Managing Director of the Company. The brief resume of Mr. Gaurav Sekhri and other relevant details are given in the accompanying Notice of AGM.

Mr. Sachin Bhargava, Chief financial officer, has resigned with effect from close of business hours on 8^th November, 2022. Board places on record its deep appreciation for the services rendered by him.

Based on the recommendation of the Audit Committee & Nomination and Remuneration Committee of the Board, Mr. Nawal Kishore Mishra, a qualified Chartered Accountant, has been appointed by the board of directors at its meeting held on 7^th November, 2022 as Chief Financial Officer and KMP of the company w.e.f. 16^th November, 2022.

ii) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Gaurav Sekhri is liable to retire by rotation at the ensuing Annual General Meeting AGM. Mr. Gaurav Sekhri, being eligible offers himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company. The brief resume of Mr. Gaurav Sekhri and other relevant details are given in the accompanying Notice of AGM.

B) Declaration by Independent Directors

Mr. Adhiraj Amar Sarin, Mr. Ashish Madan & Ms. Sanvali Kaushik, Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(l)(b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014(asamended).

14. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Companies Act, 2013 read with Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Board's functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process

15. STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s V. R. Bansal & Associates, Chartered Accountants (Firm Registration No.016534N) was appointed as statutory auditors of the company for a second term of consecutive period of 5 (Five) years to hold office from the conclusion of AGM held on 28^th September, 2018 till the conclusion of the Fifteenth AGM of the Company to be held in the year 2023. Accordingly, M/S V.R. Bansal & Associates has resigned from the position of statutory auditor. Based on the recommendations of the Audit Committee, the Board of Directors, at its meeting held on 25^th May, 2023 noted and accepted their resignation. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013 and on the basis of the recommendation of Audit committee and Nomination & remuneration committee , the Board of Directors of the Company at their meeting held on 25^th May, 2023 appointed of M/S ASHM & Associates, Chartered Accountants (Firm Registration Number: 529041) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, consequent to the resignation of M/SV.R. Bansal & Associates.

As required by Section 139(8) of the Companies Act, 2013, the appointment is to be approved at a General Meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for approval of shareholders at the ensuing AGM of the Company.

Further, the Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment of M/S ASHM & Associates (Firm Registration Number: 529041) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 15^th AGM till the conclusion of the 20^th AGM to be held in the year 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s M/S ASHM & Associates as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The reports given by the Auditors on the Financial Statements of the Company for the financial year ended March 31, 2023 form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

16. SECRETARIAL AUDITOR

In terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board has appointed M/s Ajay Baroota & Associates, Practicing Company secretary (ICSI Membership No. FCS 3495 and C. P. No. 3945), was appointed as secretarial auditor of the company for the financial year 2022-23. The Secretarial Audit Report for the FY 2022-23 forms part of Annual Report and is annexed herewith as Annexure-B to the Board Report.

There is no qualification, reservation or adverse remark in the report and the same is selfexplanatory.

17. COST RECORDS

Neither maintenance of cost records nor audit thereof in terms of Section 148 of the Act is applicable to the Company

18. NOMINATION AND REMUNERATION POLICY

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company. The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. Your Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s)/KMP'S and SMP'sof the Company based on his / her eligibility, experience and qualifications.

The policy on Nomination and remuneration of Directors and KMP's and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company www.tinnatrade.in.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised Policy on Related Party Transactions which is also available on the Company's website at www.tinnatrade.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.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the year by yourCompany.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length on annual basis.

Disclosure of the related party transactions as required under Section 134 read with section 188 of the companies Act, 2013 is made in Form AOC-2 as Annexure-Cto the Board's report.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34 (3) of the Listing Regulations are given in the Financial Statements.

20. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are 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 and loss of the company forthat period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no Material changes and commitments affecting Financial Position of the company between the end of financial year and date of report.

22. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - D and forms an integral part of this annual report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is also provided in the Annexure -D forming part of this Report.

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 4 (Four) Times during the financial year. The intervening gap between the two meetings was within the period prescribed by the Companies Act, 2013. The details of the number of meetings of the Board held during the Financial Year 2022-23 forms part of the Corporate Governance Report.

24. AUDITCOMMITTEE

The Audit Committee of the Board has been constituted in terms of Listing Regulations and Section 177 of the Companies Act, 2013. The audit committee of the company comprises of three Non-Executive independent Directors- Mr. Adhiraj Amar Sarin, Mr. Ashish Madan & Ms. Sanvali Kaushik. Further, terms of reference, number of meetings held and other details are given in the Report on Corporate Governance which forms part of the Annual Report. There are no recommendations of the audit committee, which have not been accepted by the board.

25. EXTRACTOFTHE ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website on www.tinnatrade.in.

26. WHSITLE BLOWER POLICY / VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, In terms of provisions of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised. A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairman is also in place. The Whistle Blower Policy has been uploaded on the website of the Company www.tinnatrade.in.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION 186

The company has complied with the provisions of Section 186 of companies Act, 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year. Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

(i) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Provisions as regard to Conservation of Energy & Technology absorption are not applicable to the company.

(ii) FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Details of foreign Exchange earnings and outgo:

29. COMMITTEESOFTHE BOARD

The Board of Directors of your Company has constituted various Committees as follows:

1. Audit Committee,

2. Nomination and remuneration committee,

3. Stakeholders Relationship committee,

All the committees were constituted in compliance of the applicable provisions of Companies Act, 2013 and SEBI ((Listing obligations and disclosure Requirements) Regulations, 2015. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year is required to incur at least 2% of the average net profits of the preceding three financial years towards Corporate Social Responsibility (CSR).

We wish to inform you that as on last audited balance sheet dated 31^st March, 2022, the company does not meet any of the threshold prescribed by law. Hence, the provisions of Companies Act, 2013 regarding CSR would not be applicable.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Complaints Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. No complaint for any sexual harassment has been received during the year.

32. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members of the Company are accorded every opportunity to familiarize themselves with the Company, its Management, its Operations and above all, the Industry perspective and issues. They interacted with Senior Management personnel and proactively provided with relevant news, views and updates on the Company and its subsidiary. All the information/documents sought by them is/are also shared with them for enabling a good understanding of the Company, its various operations and the industry of which it is a part.

As a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter—alia covering the Company's and its subsidiaries businesses and operations. The details of the training and familiarization Programme are provided in the Corporate Governance Report. The policy on Familiarization Programme for independent directors is available on website of the company www.tinnatrade.in.

33. DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant material orders passed by the Regulators / Courts as on March 31, 2023, which would impact the going concern status and future operations of your Company.

34. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

35. SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with applicable Secretarial Standards specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

36. REVIEWOFCOMPLIANCE REPORT BYTHE BOARD

The Company has in place a propersystem to enable the Board to review on a quarterly basis the Compliance Report pertaining to all applicable laws to the Company and also to assess the steps taken by the Company to rectify instances of noncompliances, if any.

37. HUMAN RESOURCES MANAGEMENT

Company strongly believes that people are its greatest asset and this has been the focal point of all its Human Resource Management (HRM) practices. It emphasises on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities. It has well-documented and disseminated employee- friendly policies to enhance transparency, create a sense of teamwork and trust among employees and align employee interests with organizational strategic goals.

The Company also provide necessary training to enhance the skills of its employees, as per industry requirements. It promotes a work environment that is characterized by fair and equal treatment for all employees. Tinna is committed to maintain the highest standards of ethics, learning environment and growth opportunities for all its employees.

38. ACKNOWLEDGMENT

The directors hereby acknowledge the dedicated and loyal services rendered by the employees of the company during the year. We would also like to place on record their appreciation for the continued co-operation and support received by the company during the year from bankers, financial institutions, Government authorities, business partners, shareholders and other stakeholders without whom the overall satisfactory performance would not have been possible and look forward for the continuance of the same in future.