Innovative Tyres & Tubes Ltd Directors Report

To,

The Members

Innovative Tyres & Tubes Limited (the "Company")

Your Board of Directors present the 30^th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2025.

The Honble NCLT, Ahmedabad bench, vide its order dated August 09, 2023 approved the Resolution Plan submitted by the Successful Resolution Applicant, Ten on Ten Rubtech Private Limited. A new Board was constituted on August 09, 2023 and a new management was put in place.

The approved Resolution Plan is binding on the Company and its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed such as guarantors and other stakeholders involved in the Resolution Plan.

The newly constituted Board of Directors were in office for the period starting from August 09, 2023 till the year ended March 31, 2024. During the period of the CIRP i.e. from March 28, 2022 till August 09, 2023, the IRP/RP was in-charge of the affairs of the Operations of the Company. The newly constituted Board is submitting this report in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The newly constituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period upto 17.08.2023.

Despite the NCLT Ahmedabad Bench pronouncing its order on the Companys interlocutory application dated June 4, 2024, and NSE granting in-principle approval for listing of 1,00,00,000 equity shares of Rs.10/- each on August 29, 2024 and got the trading approval on November 28, 2024 with trading intended to commence on December 2, 2024, execution was initially delayed due to an improper lot size. NSE subsequently adjusted the lot size to 105 shares, enabling trading to begin promptly thereafter and the change in lot size was effective from December 24, 2024.

FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2025 is summarized below:

(Rs. in Lakhs)

Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Revenue from Operations	4679.25	1417.79
Other Income	39.97	820.33
Total Revenue	4719.22	2238.12
Total expenses	6320.92	2617.79
Profit/(Loss) before taxation and extraordinary items	(1601.70)	(379.67)
Add: Extraordinary items	-	3826.63
Profit /(Loss) before taxation	(1601.70)	3446.96
Less: tax expense (including adjusted deferred tax)	(0.04)	(2.73)
Profit /(Loss) after tax	(1601.66)	3449.69
EPS (Basic)	(16.02)	19.17
EPS (Diluted)	(16.02)	19.17

STATEMENT OF COMPANIES AFFAIRS

During the year under review the total turnover from operations was Rs.4679.25 lakhs as against the last years turnover of Rs.1417.79 lakhs. The revenue increased due to starting of manufacturing operations after CIRP period. During the year, the company recorded a loss of Rs.1601.66 lakhs as against the previous years profit of Rs. 3449.69 lakhs.

DIVIDEND

Considering the loss during the current financial year, your directors unanimously decided not to propose any dividend for the financial year ended March 31, 2025.

TRANSFER TO RESERVE

During the year under review, the Company does not have profits, hence not proposed any amount to be transferred to General Reserve for the financial year ended March 31, 2025.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company do not have any subsidiaries. Further in case of consolidation of associate concern, the Company is falling within the exemption of AS-23 hence; there is no need to prepare consolidated financial statement for the financial year 2024-25.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company are listed on the EMERGE platform of National Stock Exchange of India Limited ("NSE"). The Company had paid Annual Listing fees to the stock exchange for the Financial Year 2025-26. The trading symbol is ITTL and the NEW ISIN is INE070Y01023.

MATERIAL CHANGES AND COMMITMENT:

Save as otherwise provided in this report, there have not been any material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2025.

Pursuant to the Order dated August 09, 2023 and Order dated 04-06-2024 passed by the Honble NCLT, Ahmedabad bench, the following events took place;

(I) Consequent to the NCLT Order dated August 09, 2023, Woman Director Mrs. Roshni Chawla and two Independent Directors Mr. Umesh Ved and Ms. Jasmin Doshi got appointed on November 10, 2024 along with the appointment of Ms. Shweta Sharma, Company Secretary of the Company.

(II) Implementation of Resolution Plan: The Resolution Plan envisages amongst other things, reduction in the existing share capital of the Company, consolidation of the equity shares of the Company, fresh issue and allotment of equity shares to the resolution applicants. Since the order approving the Resolution Plan was passed on August 09, 2023 and the effective date for taking over the management of the Company by the resolution applicants was August 09, 2023, and the interlocutory application was filed by the Monitoring Committee Chairman as there was a difference in promoter shareholding as per resolution plan and as on the date of the NCLT order (dated August 09, 2023) for modification and the final Order of Honble NCLT on interlocutory application was pronounced dated June 04, 2024 and the process of reduction in the existing share capital of the Company, consolidation of the equity shares of the Company, fresh issue and allotment of equity shares to the resolution applicant has been completed.

(III) Dissolution of Monitoring Committee: As the payment has been made as provided in the approved Resolution plan by the Company being Corporate Debtor to the Operational creditors, Financial Creditors, CIRP Cost, employee dues as per the Resolution plan approved by the Honble NCLT, Ahmedabad bench, the Monitoring Committee has been dissolved on August 08, 2024.

RISK MANAGEMENT:

The Company recognizes that effective risk management is vital for sustaining business growth and protecting stakeholder interests. A comprehensive framework is in place to identify, assess, and mitigate risks across strategic, operational, financial, regulatory, and environmental areas. Strategic risks arise from market dynamics and competition; operational risks relate to supply chain, production efficiency, and technology; financial risks include foreign exchange, liquidity, and credit exposure; regulatory risks stem from evolving compliance requirements; and environmental risks relate to climate change and sustainability.

The Company follows a structured approach involving internal controls, periodic audits, and regular monitoring of key risks. The Audit Committee and the Board review the risk profile and mitigation measures on an ongoing basis, ensuring effective oversight and timely action. This framework enables the Company to minimize adverse impacts, ensure business continuity, and enhance resilience while capitalizing on emerging opportunities.

Recommendation: Place this under the "Boards Report Risk Management" clause. Next step: Cross-reference with internal risk registers and committee reviews for accuracy.

EXTRACT OF ANNUAL RETURN

In accordance with the Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the annual return of the Company as on March 31, 2025 in the prescribed format is available on the Companys website at https://www.innovativetyres.com/.

SECRETARIAL AUDIT REPORT

In compliance of the provisions of section 204 of the Companies Act, 2013, other applicable provisions of the Act, the Companies (Appointment and Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on dated May 30, 2024, appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditor of the company for the F.Y. 2024-25. The Secretarial Audit Report of Financial year 2024-25 is attached as an Annexure 1. The Secretarial Audit Report contain following observation:

i. The Company has made export sales of Rs 69.24 Lacs to a Party which has not realized within 9 months of the date of export.

The company has not applied to AD Bank for extension of the time limit of export realization. Non-realization of export proceeds within a period of 9 months from the date of export of goods leads to non-compliance as per Foreign Exchange Management (Export of Goods and Services) Regulations, 2015.

In repose to the same, the Board clarifies that the delay in realization of export proceeds was due to commercial reasons beyond the control of the Company. The management is actively pursuing the matter with the concerned overseas party to ensure realization of the pending export receivables at the earliest. Further, the Board has directed the management to strengthen its monitoring mechanism to ensure timely realization of export proceeds in future and to seek necessary approvals/extensions from the Authorized Dealer Bank within the stipulated timeframe wherever required, so that such non-compliance does not recur.

ii. The Company has reversed Input Tax Credit of Rs. 28.98 Lakhs in the books of accounts due to non-payment of creditors for more than 180 days. However, the said GST input tax credit has not been reversed on the GST portal. To that extent, a difference exists between the GST balance as per the books and the GST balance as per the GST portal.

The Board has taken note of the observation relating to reversal of Input Tax Credit (ITC) of 28.98 Lakhs in the books of accounts due to non-payment of creditors beyond 180 days, without a corresponding reversal on the GST portal. The management is in the process of initiating corrective action to ensure that the reversal is appropriately reflected on the GST portal so that statutory records are aligned with the books of accounts. The Board has advised the management to implement stricter controls to ensure timely compliance with GST requirements going forward.

iii. The Company has not provided with balance confirmations of major debtors and creditors. We have performed substantive procedures. However, the balances of debtors and creditors, including advances from customers and advances to suppliers, are subject to reconciliation and confirmation from the respective parties.

The Board has noted the observation regarding non-availability of balance confirmations from certain major debtors and creditors. The management is in the process of obtaining confirmations and carrying out reconciliations with respective parties to ensure accuracy and completeness of the balances. The Board has further directed the management to strengthen internal procedures to ensure that balance confirmations are obtained and reconciled on a timely basis in future. iv. The Company has accepted advances for the supply of goods from 13 parties, amounting to Rs. 49.27 Lakhs. However, such advances have not been appropriated against the supply of goods within a period of three hundred and sixty-five days from the date of acceptance, which constitutes a contravention of Section 73 of the Companies Act, 2013.

The Board has noted the observation regarding advances amounting to 49.27 Lakhs accepted from 13 parties which have not been adjusted against the supply of goods within 365 days from the date of acceptance, thereby attracting the provisions of Section 73 of the Companies Act, 2013. The management is in the process of reconciling these advances with the respective parties and taking necessary steps to either adjust them against supplies or refund the same, as applicable. The Board has further directed the management to strengthen monitoring and compliance mechanisms to ensure that such advances are appropriated or refunded within the stipulated timelines in the future.

CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The Company is listed on NSE EMERGE Platform. Hence, filing of Corporate Governance report for the year ended March 31, 2025 is not applicable to Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Management Discussion and Analysis Report is attached as Annexure- 2 to this Annual Report.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

Save as otherwise provided in Statutory Auditors Report, the Company has neither accepted nor renewed any deposits during the financial year 2024-25 in terms of Chapter V of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEM

Pursuant to the taking over of the operations of the Company by the new management, the Company is putting in place a framework for Internal Financial Controls, commensurate with the size, scale and complexity of the Companys operations.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2024-25, the following changes took place in the Board of Directors and Key Managerial Personnel of the Company:

• On 15th July, 2025, the Board appointed Mr. Kundan Kumar Mishra and Mr. Sneh Chauhan as Additional Independent Directors of the Company. On the same date, Mr. Anand Mohan Gupta was appointed as the Chief Financial Officer (CFO) of the Company.

• Mr. Robin Chawla, who was serving as Director & CFO, ceased to hold the position of CFO with effect from 14th July, 2025.

He, however, continues to serve on the Board as a Non-Executive Director.

• Mr. Ramesh Chander Chawla (DIN: 08303533) ceased to be a Non-Executive Director with effect from 27th September, 2024 (having served from 9th August, 2023).

Changes after the close of the financial year (post 31st March, 2025)

• Subsequent to the closure of the financial year, the following Directors resigned from the Board, and their resignations were duly noted by the Board in its respective meetings:

• Mr. Umesh Ved ceased to be an Independent Director with effect from 7th June, 2025 (having served from 10th November, 2023).

• Ms. Jasmin Doshi ceased to be an Independent Director with effect from 10th June, 2025 (having served from 10th November, 2023).

• Mrs. Roshni Chawla ceased to be a Non-Executive Director with effect from 14th July, 2025 (having served from 10th November, 2023).

Both the independent directors resigned due to change in the management and their pre-occupancy. There was no other reason of resignation. Accordingly, as on 31st March, 2025 and thereafter, the composition of Directors and Key Managerial Personnel is as under:

Sr. No.	Name of Directors/KMP	Designation
1.	Mr. Kundan Kumar Mishra	Independent (Additional) Director (w.e.f. 15-07-2025)
2.	Mr. Sneh Chauhan	Independent (Additional) Director (w.e.f. 15-07-2025)
3.	Mr. Anand Mohan Gupta	CFO (w.e.f. 15-07-2025)
4.	Mr. Munish Chawla	Managing Director (w.e.f. 09-08-2023)
5.	Mr. Robin Chawla	Non-executive Director (w.e.f. 09-08-2023) and Director & CFO (w.e.f. 10-11- 2023 to 14-07-2025)
6.	Mrs. Shweta Pankaj Sharma	Company Secretary & Compliance Officer (w.e.f. 10-11-2023)

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met 7 (Seven) times i. e. on May 30, 2024, on June 13, 2024, July 4,2024, August 29, 2024, September 27, 2024, November 14, 2024 and February 01, 2025. Details of Directors presence in each board meeting is mentioned below:

Name of Directors	Number of Meetings attended / Total Meetings held during the F.Y. 2024-25.
Mr.Munish Chawla	03/07
Mr.Robin Chawla	07/07
Mr.Ramesh Chandar Chawla	00/05
Mrs.Roshni Chawla	03/07
Mr.Umesh Ved	07/07
Ms.Jasmin Doshi	07/07

STATUTORY AUDITORS

The members of the Company at their Annual General Meeting held on 29th December 2023 had appointed M/s Haribhakti & Co. LLP, Chartered Accountants (Firm Registration No. 103523W/W100048), as Statutory Auditors for a term of balance four years. For FY 2024-25, the Board of Directors at their meeting held on 30th May 2024 have proposed, subject to shareholder approval, the ratification of their appointment to hold office for the balance term up to the conclusion of the 32^nd Annual General Meeting in the year 2026-27.

The Statutory Auditor presented their resignation due to shifting all office operations to Mumbai, indicating that this relocation would significantly limit their ability to effectively conduct audits from the current base.

The auditor confirmed their intent to file Form ADT 3 within 30 days, and provided particulars as required:

Reason: Office relocation to Mumbai.

Effect on services: Potential delays and logistical constraints.

Confirmation that no other material reasons exist.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

COST AUDITORS

The Company appointed M/s. Diwanji & Co., Cost & Management Accountants, Vadodara has been done in the meeting of the Board held on May 30 2025, to conduct the Cost Audit for the financial year 2024-25 as per Section 148 of Companies Act, 2013.

The Report for the Financial year 2023-24 is received and filed by the company from M/s. Diwanji & Co., Cost & Management Accountants, Vadodara.

INTERNAL AUDITOR

M/s Khode & Associates, Chartered Accountants, Internal Auditor of the company has submitted their Report for the Financial Year 2024-25 and now the firm has been re-appointed as the Internal Auditors of the Company for FY 2025-26 to conduct the Internal Audit on the basis of detailed Internal Audit Plan.

SECRETARIAL AUDITORS

Considering the performance of Secretarial Auditor Board of Directors have decided to continue with the same secretarial Auditor and re-appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditor to conduct the secretarial audit for the financial year 2025-26 at their meeting held on May 30, 2025.

STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS (FOR AUDIT REPORT WITH MODIFIED OPINION)

The Impact of Audit Qualifications (for audit report with modified opinion) for financial year 2024-25 is attached to this report as Annexure - 3.

BOARDS COMMENT ON THE INDEPENDENT AUDITORS REPORT

In the report of the Independent Auditors for the year ended March 31, 2025, forming part of this Annual Report, the Auditors have given following observations: -

(a) The Company has accepted advances for the supply of goods from 13 parties amounts to Rs 49.27 Lakhs but such advance has not been appropriated against supply of goods within a period of three hundred and sixty-five days from the date of acceptance of such advances which is a contravention of Section 73 of the Companies Act, 2013.

(b) The Company has reversed Input Tax Credit of Rs 28.98 lakhs in the books of accounts due to non-payment of creditors for more than 180 days. However, the said GST input tax credit has not been reversed on the GST portal. To that extent, there exists a difference between the GST balance as per Books and GST balance as per GST portal.

(c) We have not been provided with Balance Confirmations of Major Debtors and Creditors. We have performed substantive procedures. However, Balances of Debtors and Creditors including Advances from customer and Advances to Suppliers are subject to reconciliation/ confirmation from parties.

(d) The Company has made export sales of Rs 69.24 Lacs to a Party which has not realized within 9 months of the date of export. The company has not applied to AD Bank for extension of the time limit of export realization. Non-realization of export proceeds within a period of 9 months from the date of export of goods leads to non-compliance as per Regulation 9(1) of the Foreign Exchange Management (Export of Goods and Services) Regulations, 2015.

In relation to the observations referred above, the point wise submissions of the Board are as under:

1. The Advance from Customers were in the nature of dealer deposit. However, in absence of planned production including capital expansion the documents remained unexecuted during the year which will be executed in the current year on the achievement of its production capacity. The Company is taking active steps to realise outstanding export proceeds overdue from overseas customer. However, due to international world over instability, the money has stuck up. Further, the company had attempted to get the balance confirmation from vendors and customers however majority are still awaited. The company is doing best efforts to obtain. Regarding the reversal of GST on GST portal, this is expected to be matched in this half year.

2. in realization of export proceeds was due to commercial reasons beyond the control of the Company. The management is actively pursuing the matter with the concerned overseas party to ensure realization of the pending export receivables at the earliest. The Board has directed the management to strengthen its monitoring mechanism to ensure timely realization of export proceeds in future and to seek necessary approvals/extensions from the Authorized Dealer Bank within the stipulated timeframe wherever required, so that such non-compliance does not recur. Other observations and opinions of the Statutory Auditors in their report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

SHARE CAPITAL

(i) The Companys issued and paid-up share capital before approval of Resolution plan was Rs.17,99,15,610/- divided into 1,79,91,561 fully paid-up Equity shares of Rs.10/- each. As the Interlocutory Order pronounced by the Honble NCLT dated June 04, 2024 the Record Date was set by the board for Corporate Actions namely capital reduction of equity shares held by public shareholders i.e public shareholding was reduced to 5,45,000 equity shares of Rs. 10 each aggregating to Rs. 54,50,000/-. All public shareholders holding 100 equity shares of the company on the Record Date were issued 3.52 new equity shares of the company and The Resolution Applicant (i.e new promoter) and or its nominees got issued 94,55,000 equity shares of Rs. 10 each fully paid. This reorganization of the equity share capital involving, the extinguishment of the equity shareholdings of the promoter and, reduction of equity shareholding of the public shareholders and the issue of fresh equity shares to the Resolution Applicant has been deemed to be in compliance with all applicable Laws.

The paid-up equity share capital of the Corporate Debtor after the aforesaid changes is Rs. 10,00,00,000 /- made up of 1,00,00,000 Equity Shares of Rs.10/- each.

FRESH ISSUE OF EQUITY SHARES

Issue of equity shares:

Post reduction of equity share capital and consolidation of existing equity shares, 94,55,000 fresh equity shares of the Company were issued and allotted to the Successful Resolution Applicants and its affiliates on dated June 26, 2024, at a price of Rs.10/- each.

CHANGES IN SHARE CAPITAL

As per the order pronounced by the Honble NCLT dated June 04, 2024 against Interlocutory Application filed by the Resolution Professional for mismatch in the shareholding of promoter and public in the original order dated August 9, 2023. The Reorganization of the Share Capital will be as under:

The Companys paid-up capital till June 26, 2024 (i.e Record Date) was Rs.17,99,15,610/- is divided into 1,79,91,561 equity shares of Rs. 10/- each fully paid up, and the same was held by the promoters of the Company as well as the public shareholders. All issued and paid-up equity shares of the Company held by the promoters and promoter group on the Record Date shall stand cancelled and extinguished without any further act or deed to be done by the Company. The balance issued and paid-up equity shares held by public shareholders of the Corporate Debtor on the Record Date shall stand reduced to 5,45,000 equity shares of Rs. 10 each aggregating to Rs. 54,50,000/-. All public shareholders holding 100 equity shares of the Company on the Record Date shall be issued 3.52 new equity shares of the Company upon such reduction of share capital of the Company fractional shareholdings of less than 1 equity share shall be rounded off to the nearest higher or lower integer, and the Registrar & Share Transfer Agents of the Company shall have absolute discretion in deciding such rounding off to ensure that the aggregate allotment of new equity shares to the public shareholders of the Company becomes exactly 5,45,000. The Record date mentioned herein shall be the date to be fixed by the Board of Directors of the Company to determine the eligibility of the public shareholders who would be issued new shares consequent upon reduction of their shares in terms of this Plan. The Resolution Applicant (Ten on Ten Rubtech Private Limited) and or its nominees shall be issued 94,55,000 Equity Shares of Rs. 10 each fully paid at par, aggregating to Rs, 9,45,50,000/ as equity capital infusion at par after the remittance of the Resolution Plan amount of Rs. 9,45,50,000/- to the Resolution Professional/Company after approval of the Resolution Plan and as per schedule of payment thereof.

This reorganization of the equity share capital involving, the extinguishment of the equity shareholdings of the promoter and, reduction of equity shareholding of the public shareholders and the Issue of fresh equity shares to the Resolution Applicant shall be deemed to be in compliance with all applicable Laws. The paid-up equity share capital of the Company after the aforesaid changes shall be Rs. 10,00,00,000 /- made up of 1,00,00,000 Equity Shares of Rs.10/- each. The aggregate 1,00,00,000 equity shares as above comprising of 5,45,000 new equity shares to be issued to the public shareholders of the Company upon reduction of their share capital an d 94,55,000 new equity shares to be issued to the Resolution Applicant and its nominees shall be listed by the Stock Exchange where the existing equity shares of the Company are presently listed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(g) of the Companies Act, 2013, no loans, guarantees and investments other than trade investments have been made under section 186 of the Companies Act, 2013 in the earlier years as well as during the year under review.

RELATED PARTY TRANSACTIONS

With reference to section 134(2)(h) of the Companies Act, 2013, related party transactions were entered into during the financial year ended March 31, 2025 and all the transactions are on arms length basis and in ordinary course of business and material transactions are disclosed in Form AOC-2 annexed as Annexure-4. The Board has approved a policy for related party transactions which has been updated on the Companys website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is http://www.innovativetyres.com/investor_relations/Financials.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are applicable to the Company. However, since the Company has incurred losses during the last three financial years, it was not required to constitute a CSR Committee, nor was it obligated to incur any CSR expenditure for the financial year 2024-25. In compliance with the statutory requirements, the Annual Report on CSR activities for the financial year 2024-25, containing the requisite details prescribed under Section 135 of the Act and the rules made thereunder, forms part of this Report and is annexed as Annexure-5.

DISCLOSURE OF COMPOSITION OF COMMITTEES

In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted various Committees to ensure focused attention on specific areas and to enable better governance. These Committees function in accordance with their respective terms of reference as approved by the Board.

The Committees of the Board include the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee, among others as may be required under applicable laws. The composition of each of these Committees is in compliance with the requirements prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Committees meet at regular intervals and report to the Board on matters entrusted to them, thereby supporting effective decision-making and ensuring compliance with statutory and regulatory requirements.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177(1) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the company has re-constituted Audit Committee. Composition of Audit Committee is as follows. The Audit Committee of the company reconstituted on July 26, 2025 with Two Independent Directors and one Non-Executive Director of the company. All the Directors have good understanding of Finance, Accounts and Law.

Name of Member	Category
Mr. Kundan Kumar Mishra	Chairman to the Committee
Ms. Sneh Chauhan	Member to the Committee
Mr. Munish Chawla	Member to the Committee

Mrs. Shweta Pankaj Sharma, Company Secretary acts as a Secretary to the committee.

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

a) The Audit Committee is, inter-alia, responsible for overseeing of the Companys financial reporting process, reviewing the quarterly/half-yearly/ annual financial statements, reviewing with the management on the financial statements and adequacy of internal audit function, recommending the appointment / re-appointment of statutory auditors and fixation of audit fees along with reviewing and monitoring the auditors independence and performance, reviewing the significant internal audit findings / related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operation.

b) The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company. The Committee discussed with the external auditors their audit methodology, audit planning and significant observations / suggestions made by them. The Committee also discussed major issues related to risk management, compliances and review the functioning of Whistle Blower Mechanism and approval of appointment of Chief Financial Officer.

c) In addition, the Committee has discharged such other role/function as envisaged under Regulation 18 read with Part C of Schedule II of Listing Regulations and the provisions of Section 177(4) of the Act.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

As per the provisions of Section 178 of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, the Company has been re-constituted its Nomination & Remuneration Committee inducting the following members w.e.f. July 26, 2025.

Name of Member	Category
Mr. Kundan Kumar Mishra	Chairman to the Committee
Ms. Sneh Cauhan	Member to the Committee

Shweta Pankaj Sharma, Company Secretary acts as a Secretary to the committee.

The policies of the Company on Directors Appointment and Remuneration formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and other matters like remuneration of directors, key managerial Annual Report 2024-25 9 personnel, senior management and other employees. The policy relating to the remuneration of Directors, Key Managerial Personnel and other employees is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. There was no change in these policy. The policy is available on the website of the Company at the link: http://www.innovativetyres.com/investor_relations/policies_programme.

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

In compliance with section 178 of the companies Act 2013 & Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 The Company has reconstituted a Nomination & Remuneration Committee of the Board. All members of the committee are non-Executive Directors and two of them are Independent Directors. The terms of reference of

Nomination and Remuneration Committee ("the Committee") would inter alia include:

• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and/or removal.

• To carry out the evaluation of every Directors performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a director.

• To recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Such Remuneration policy shall be disclosed in the Annual Report of the Company.

• To review and recommend, subject to the Shareholders approval, the remuneration of the Managing Director and other Whole-time/ Executive Directors.

STAKEHOLDERS GRIEVANCES COMMITTEE

To solve the investors grievances, company has constituted Stakeholders/Investor Grievance Committee.

The Chairperson of this Committee is non-executive director pursuant to the provisions of Regulation 20 of SEBI (LODR) Regulations, 2015.

Composition of Committee is as follows:

Name of Member	Category
Ms. Sneh Chauhan	Chairperson to the Committee
Mr. Kundan Kumar Mishra	Member to the Committee

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.

THE DISCLOSURES PERTAINING TO REMUNERATION 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) AMENDMENT RULES, 2016:

The Disclosure pertaining to remuneration 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) Amendment Rules, 2016 is provided as Annexure 6. The information required pursuant to Section 134 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board report and shall be provided to the members upon specific request. In terms of Section 136 of the Act, the report and accounts are being sent to members, excluding the information on employees particulars, which is available for inspection by the members at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing General Meeting. Interested members may write to the Company. No employee is related to any Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The members may kindly note that, the directors of the company have joined the office from the period started from 09-08-2023. During the CIRP (i.e. between March 28, 2022 to August 09, 2023), Resolution Professional was entrusted with and responsible for the management of the affairs of the Company. The New (Reconstituted) Board is submitting this report in compliance with the Companies Act, 2013 and Listing Regulations. Accordingly, pursuant to Section 134(5) of the Act, the New (Reconstituted) Board of Directors, based on the knowledge/ information gained by them, about the affairs of the Company, to the best of their knowledge state that:

i. In preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date;

iii. The directors had Proper and sufficient care 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;

iv. The annual financial statements for the financial year ended March 31, 2025 have been prepared on "going concern" basis; Internal financial controls have been laid down to be followed by the Company and such financial controls are adequate and are operating effectively, and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information, functioning etc. The performance of the Committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committee, effectiveness of committee meetings etc.

The Board and the Nomination & Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of individual director to the board and committee meetings, representation of shareholders interest and enhancing shareholders value etc. In addition, Chairman was also evaluated on the key aspects of his role. Performance evaluation of independent directors were done by the entire board, excluding the independent director being evaluated.

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

A.CONSERVATION OF ENERGY

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo have been furnished below:

1. Steps taken or impact on conservation of energy:

• Recovery of process discharged water which was otherwise being disposed off.

• Steam utilization efficiency improvement (Leakage).

• Rationalisation and modification of steam distribution system.

2.The steps taken by the Company for utilizing alternate sources of energy:

• Use of day lights by providing transparent roof sheets.

3.Capital investment on energy conservation equipments: NIL

B. EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

a. Efforts made towards technology absorption:

The Company is exploring technology options for better manufacturing process. Development of R & D Centre during the year is mainly focused for exploring better technologies available in the existing product and new models. b. Benefits derived like product improvement, cost reduction, product development or import substitution The company is able to cater its customers through innovation in technology and through product mix Quality improvement c. Information regarding technology imported, during the last year: The Company has not imported technology. C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	2024-25	2023-24
Total foreign exchange outgo (incl. High Seas)	NIL	NIL
Total foreign exchange inflow	NIL	NIL

During the year under review operations started after Honble NCLT pronounced Order dated 09.08.2023, so the new management gas trying to adopt proper systems as may be necessary.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS Save as otherwise provided in this report, there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations.

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Number of sexual harassment complaints received- Nil Number of sexual harassment complaints Disposed-off during the year- Nil

Number of sexual harassment cases pending for a period exceeding ninety days- Nil

MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. Adequate facilities and support, including paid maternity leave and nursing breaks, have been extended to eligible women employees during the financial year. The Company remains committed to ensuring a safe, supportive, and inclusive workplace for all its employees.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

The Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review.

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report. There was no change in the nature of business during the year under review. The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required. The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

ACKNOWLEDGEMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, Financial Institutions, and government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. Your directors thanks the customers, clients, vendors, other business associates, Auditors, RTA and members for their continued support in the Companys growth.

FOR THE BOARD OF DIRECTORS

INNOVATIVE TYRES & TUBES LIMITED

Munish Chawla

Managing Director

(DIN-06454015)

Date: September 5, 2025

Place: Halol