Innovative Tyres & Tubes Ltd Directors Report

To,

The Members

Innovative Tyres & Tubes Limited

Your Board of Directors present the 29^th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2024.

The members are informed that the Hon’ble National Company Law Tribunal, Ahmedabad Bench, ordered the Commencement of Corporate Insolvency Resolution Process vide NCLT order No. C.P (I.B) No. 261/NCLT(AHM)2021, Dated: 28.03.2022 (CIRP Process Commencement Date). The NCLT had, pursuant to the Admission Order, appointed an Interim Resolution Professional (IRP) for the Corporate Debtor vide its order of even date. In terms of the admission order, inter alia, the management of the affairs of the Corporate Debtor was vested with the IRP. Subsequently, the Committee of Creditors ("CoC") appointed the IRP as the Resolution Professional (RP) to manage the day-to-day affairs of the Company. On appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended.

In accordance with the provisions of the Code, resolution plan in respect of the Company was received by the RP. The CoC of the Company, in their meeting held on December 31, 2022 had approved the Resolution Plan submitted by M/s. Ten on Ten Rubtech Private Limited ("Successful Resolution Applicants") which was subsequently submitted to the Hon’ble NCLT in accordance with Section 30(6) of the Code.

The Hon’ble NCLT, Ahmedabad bench, vide its order dated August 09, 2023 approved the Resolution Plan submitted by the Successful Resolution Applicant. 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 (Date of Handover by the Resolution Professional)

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Revenue from Operations	1417.79	162.44
Other Income	820.33	24.39
Total Revenue	2238.12	186.83
Total expenses	2617.79	6,327.67
Profit/(Loss) before taxation and extraordinary items	(379.67)	(6,140.83)
Exceptional items	3826.63	-
Profit /(Loss) before taxation	3446.96	(6,140.83)
Less: tax expense (including adjusted deferred tax)	(2.73)	847.18
Profit /(Loss) after tax	3449.69	(5,293.65)
EPS (Basic)	19.17	(29.42)
EPS (Diluted)	19.17	(29.42)

STATEMENT OF COMPANIES AFFAIRS

During the year under review the total turnover from operations was Rs.1417.79 lakhs as against the last year’s turnover of Rs.162.44 lakhs. The revenue increased due to starting of manufacturing operations after CIRP period. During the year, the company recorded a Net profit of Rs.3449.69 lakhs as against the previous year’s net loss of Rs.5293.65 lakhs.

In accordance with the provisions of the Insolvency and Bankruptcy Code, the Company was admitted to undergo CIRP pursuant to the Order of the Hon’ble NCLT, Ahmedabad Bench, on March 28, 2022 and came out of CIRP after order pronounced as on August 09, 2023.

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, 2024.

TRANSFER TO RESERVE

During the year under review, the Company has not proposed any amount to be transferred to General Reserve out of Net profits of the Company for the financial year ended 31^st March, 2024.

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 2023-24.

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 2024-25. However, in view of Hon’ble NCLT Order dated 09-08-2023 read with Order dated 04-06-2024, the extinguishment of shares taking place therefore the trading of the equity shares is temporarily suspended w.e.f. 26-06-2024 vide Circular Ref. No: 1062/2024 dated 19-06-2024.

MATERIAL CHANGES AND COMMITMENT:

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 31^st March, 2024.

Pursuant to the Order dated August 09, 2023 and Order dated 04-06-2024 passed by the Hon’ble NCLT, Ahmedabad bench, the following events took place; (I) Constitution of New Management: The new management has, w.e.f. August 17, 2023 being the effective date, taken control of the operations of the Company.

(ii) Reconstitution of the Board of Directors: Consequent to the NCLT Order dated August 09, 2023, all the Directors as of the date of the order were deemed to have vacated/resigned from their office. New Board was re-constituted on August 09, 2023 consisting of Mr. Munish Chawla, Mr. Robin Chawla and Mr. Ramesh Chander Chawla and simultaneously Woman Director Mrs.Roshni Chawla and two Independent Directors Mr.Umesh Ved and Ms.Jasmin Doshi also got appointed on 10^th November 2023 along with the appointment of Mrs.Shweta Sharma, Company Secretary of the Company. (iii) 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 Successful Resolution Applicant. As per the Resolution plan approved by the Hon’ble NCLT vide order dated 09-08-2023, there was a mismatch in promoter and public shareholding. In order to correct the same an interlocutory application was filed before the Hon’ble NCLT and the order of the same was pronounced on dated 4^th June 2024 i.e. after the audit of annual accounts of the year under review, the effect of the same was not incorporated except the receipt of share application money from the resolution applicant. The interlocutory application approved by the Hon’ble NCLT on 4-6-24 read with original order dated 09-08-2023 envisages the cancellation of erstwhile promoter’s equity, reduction of public shareholding and allotment of new shares to new promoters. The effect of the same has been given on 26-06-2024 being the record date for the above corporate actions. However, the approval for the above corporate action from stock exchange is awaited. Therefore, the effect of the said corporate actions by the depositories yet to be given. The quantification of above has been given in detail at SHARE CAPITAL CLAUSE in this director’s report.

(iv) Constitution of Implementation and Monitoring: As provided for in the approved Resolution Plan the Implementation and Monitoring Committee was constituted on August 16, 2023, comprising of three members viz. the erstwhile Resolution Professional (re-designated as the Chairperson to the Implementation & Monitoring Committee), one member from Secured Creditors and one member from Resolution Applicant. The Company has made full payments to the Operational creditors, Financial Creditors, CIRP Cost, Employee dues as per the Resolution plan approved by the Hon’ble NCLT, Ahmedabad Bench.

Consequent to the full payment made and all compliances done the monitoring committee has also taken note of full payments made in its concluding meeting held on 8^th August 2024. No crystalized or contingent Liabilities as on the Resolution Plan approval date shall be payable which has not been specifically accepted and provided for in the Resolution Plan. All payment proposed against deemed assumed Liabilities, contingent Liabilities, disputed Liabilities and such other liabilities shall be considered as full and final amount payable towards such liabilities. No further claims or litigation shall be admissible against the Corporate Debtor or Resolution Applicants for any such Liabilities stated herein. No liabilities shall be admissible which has not specifically been assumed under the Resolution Plan. Further any liability crystallizing out of the contingent liabilities or disputed legal cases of the Company or any other unknown or unclaimed liability pertaining to a transaction or incident dating to a period prior to the Insolvency commencement date or during the CIRP which does not find a place in the approved Resolution Plan, shall be deemed to have lapsed/extinguished on the approval of the Resolution Plan and the Company shall be deemed to have been duly discharged from all legal liability arising from such antecedent claims. Hence no fresh claims shall be entertained by the company in future and all outstanding liabilities shall be deemed to be extinguished.

RISK MANAGEMENT:

During the year, all the risk related to compliance and activity in relation to Corporate Insolvency Resolution Process has been managed by Resolution Professional till 09-08-2023 and as soon as the successful Resolution Applicant has taken over the company and the new management got appointed all the responsibilities got transferred and within short period of time the export has also started.

The new management of the Company has reviewed the existing risk management policy and laid down defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. However, constitution of Risk Management Committee is not applicable as it is applicable to top 500 listed companies only.

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, 2024 in the prescribed format is available on the Company’s website. The web-link as required under the Act is as under: LINK:https://www.innovativetyres.com/investor_relations/announcements/innovativedraftAnnualReturnFY2023-24

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 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 2023-24 is attached as an Annexure 1.

CORPORATE GOVERNANCE

Your company has incorporated the appropriate standards of corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company being SME listed company, is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance report to stock exchange quarterly. However as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, company is giving report on corporate governance in Annual Report of the company. Corporate Governance Report is as per Annexure 2. The requisite Certificate has been obtained from M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara is attached to Corporate Governance Report.

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 3 to this Annual Report.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the financial year 2023-24 in terms of Chapter V of the Companies Act, 2013. However, The Company has filed the Return of Deposits in which there are some amounts taken from Directors and from the Banks also. Further, the Company is not having any unpaid or unclaimed deposits at the end of the financial year.

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 Company’s operations.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of following directors:

Sr. Name of Directors/KMP No.		Designation
1.	Mr. Mukesh Desai	Non-Executive Chairman (upto 09-08-2023)
2.	Mr. Keyoor Bakshi	Independent Director (upto 09-08-2023)
3.	Dr. Mrs. Kalpana Joshipura	Independent Director (upto 09-08-2023)
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)
6.	Mr. Ramesh Chander Chawla	Non-executive Director (w.e.f. 09-08-2023)
7.	Mr. Umesh Ved	Independent Director (w.e.f. 10-11-2023)
8.	Ms. Jasmin Doshi	Independent Director (w.e.f. 10-11-2023)
9.	Mrs. Roshni Chawla	Non-Executive Director (w.e.f. 10-11-2023)
10. Mrs. Shweta Pankaj Sharma		Company Secretary & Compliance Officer (w.e.f. 10-11-2023)

During part of the year the company was under CIRP and during the CIRP period (i.e. between March 28, 2022 till August 09, 2023), Resolution Professional was entrusted with and responsible for the management of the affairs of the Company.

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met 6 (six) times i. e. on 06 July 2023, August 22, 2023, two number of meetings on

November 10, 2023, December 04, 2023 and March 06, 2024. 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. 2023-24.
Mr. Mukesh Desai	1/1
Mr. Keyoor Bakshi	0/1
Dr. Mrs. Kalpana Joshipura	0/1
Mr.Munish Chawla	05/05
Mr.Robin Chawla	05/05
Mr.Ramesh Chandar Chawla	05/05
Mrs.Roshni Chawla	04/04
Mr.Umesh Ved	04/04
Ms.Jasmin Doshi	04/04
STATUTORY AUDITORS

The members of the company at their Annual General Meeting held on 29^th December,2023, have appointed M/s Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W/W100048), as Statutory Auditors of the Company to conduct the audit for remaining period of four years in their second term i.e up to 32^nd Annual General Meeting ‘subject to the ratification at every Annual General Meeting at such remuneration as may be decided by the Board and auditors mutually for the Financial year 2023-24 was made in the Annual General Meeting held on 29^th December 2023.The Auditor’s Report for financial year 2023-24 contains qualification, reservation.

The Board of Directors of the Company at their meeting held on 30^thMay 2024, have proposed, subject to approval of shareholders, the Ratification of Appointment of M/s Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W/W100048), as Statutory Auditors of the Company, to hold office from the conclusion of ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company.

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 has not appointed the Cost Auditor for the Financial year 2022-23. Appointment of M/s.Diwanji & Co., Cost Accountants, Vadodara was done in the meeting of the Board held on 06^th March 2024, to conduct the Cost Audit for the financial year 2023-24 as per Section 148 of Companies Act, 2013.

There was no Cost Audit Report for the financial year 2022-23 as there was no cost Auditor during Financial Year 2022-23 as there was no production activity during the CIRP period. The Report for the Financial year 2023-24 is yet to be received from M/s.Diwanji & Co., Cost Accountants, Vadodara.

INTERNAL AUDITOR:

M/s Khode & Associates, Chartered Accountants, Internal Auditor of the company has submitted their Report for the Financial Year 2023-24 and now the firm has been re-appointed as the Internal Auditors of the Company for FY 2024-25 to conduct the Internal Audit on the basis of detailed Internal Audit Plan.

SECRETARIAL AUDITORS

Board of Directors at their meeting held on dated 4^th December 2023 appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditor to conduct the secretarial audit for the financial year 2023-24. Secretarial Audit Report for financial year 2023-24 is attached to this report as Annexure - 1.

Further, 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 2024-25 at their meeting held on 30^th May, 2024. .

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 2023-24 is attached to this report as

Annexure - 5.

BOARDfS COMMENT ON THE INDEPENDENT AUDITORSf REPORT

In the Report of the Independent Auditors for the year ended March 31, 2024, forming part of this Annual Report, the Auditors have given basis of qualified opinion, emphasis of matter and observations: -

1) Clause (a) of Basis of Qualified Opinion of Independent Auditor’s Report

2) Clause (b) of Basis of Qualified Opinion of Independent Auditor’s Report

3) Clause (a) and (b) of Emphasis of Matter of Independent Auditor’s Report

4) Clause (i) (a) and (i) (b) of the Annexure 1 to the Independent Auditor’s Report.

5) Clause (vi) of the Annexure 1 to the Independent Auditor’s Report.

In relation to the qualifications, emphasis of matters and observations referred above, the point wise submissions are as under:

1) During the year under review the Company could not cancel Equity shares held by Promoters and reduce equity share capital of the public shareholders as per the order of Hon’ble NCLT Ahmedabad pronounced on 9th August 2023, because, there is a difference in Promoter and Pubic shareholding as per Hon’ble NCLT order and Actual shareholding as on Date of Honorable NCLT Order (i.e. August 09, 2023). The Company has applied to Hon’ble NCLT for rectification in the Order through Interlocutory Application and the Hon’ble NCLT pronounced the order dated 04-06-2024. In compliance to the said order, the equity shares held by promoters were cancelled and also the public shareholding was reduced on record date of 26^th June 2024.

2) Self-explanatory

3) Self-explanatory

4) During the year under review the Company has not maintained proper records of fixed assets showing full particulars including quantitative details and situation of property, plant and equipment and Physical verification thereof. However, since the new management has taken charge and will ensure the maintenance and physical verification in coming period.

5) During the year under review the cost records were not maintained. The manufacturing operations were closed for part of the year. Now, the new management has taken charge and started maintaining the records now.

SHARE CAPITAL

(i) The Company’s 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 per the approved resolution plan ordered on 09-08-2023 read with order pronounced on dated 04-06-2024 on the interlocutory application, the 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) got issued 94,55,000 Equity Shares of Rs. 10 each fully paid and the shareholding of erstwhile promoters were cancelled fully. 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 taken place on record date of 26-06-2024 which is after the approval of Annual Accounts as of now.

The Paid-Up Equity Share Capital of the Company after the aforesaid changes is Rs. 10,00,00,000 /- made up of 1,00,00,000 Equity Shares of Rs.10/- each as under.

Particulars	No. of Equity Shares	% of Shareholding
Promoter’s Holding (New Promoter)	94,55,000	94.55
Public Holding	5,45,000	5.45
Total	1,00,00,000	100

FRESH ISSUE OF EQUITY SHARES

In compliance with the Hon’ble NCLT Order dated 09-08-2023 read with the order pronounced on Interlocutory application dated 04-06-2024, the Company has issued and allotted 94,55,000 equity shares of Rs. 10/-each on 26-06-2024 to the resolution applicant.

CHANGES IN SHARE CAPITAL

As per the order pronounced by the Hon’ble NCLT dated 4^th June 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 Company’s Paid-Up Capital till 26-06-2024 ( 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 erstwhile 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 o f 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 and 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 31^st March, 2024 and all the Transactions are on Arm’s length basis, Hence disclosure of AOC-2 is not required. The Board has approved a policy for related party transactions which has been updated on the Company’s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is http://www.innovativetyres.com/investor_relations/policies_programme

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

The Company has not reconstituted this committee for the Financial Year 2023-2024 as the provisions of Section 135 of Companies Act, 2013 are not applicable to the company.

DISCLOSURE OF COMPOSITION OF COMMITTEES

In view of suspension of all the directors during the CIRP period by virtue of NCLT Order dated March 28, 2022 the committees viz. Audit Committee, Stakeholders Committee, Nomination and remuneration committee etc. were not functioning and appointment of all three committees has been done on dated 10^th November 2023 as under.

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 with Two Independent Directors and one Non-Executive Director of the company. All the members have good understanding of Finance, Accounts and Law.

Name of Member	Category
Mr. Umesh Ved	Chairman to the Committee
Ms. Jasmin Doshi	Member to the Committee
Mr. Ramesh Chander 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) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b) Approval or any subsequent modification of transactions of the Company with related parties; c) Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company; d) Evaluation of internal financial controls and risk management systems; e) Monitoring the utilization of proceeds of a public issue, rights issue and preferential issue etc. before submitting the same to Stock Exchanges; f) Examination of the Financial statements

COMPANYfS POLICY RELATING TO DIRECTORSf 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. 10th November 2023.

Name of Member	Category
Mr. Umesh Ved	Chairman to the Committee
Ms. Jasmin Doshi	Member to the Committee
Mr. Ramesh Chander Chawla	Member to the Committee

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

The brief contents of Nomination & Remuneration Policy of the Company prepared in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 are provided in Corporate Governance Report. Minutes of Nomination & Remuneration Committee meeting are reviewed by the Board of directors.

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 Director’s 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 investor’s 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. Jasmin Doshi Chairperson to the Committee Mr. Umesh Ved Member to the Committee Mr. Ramesh Chander Chawla Member to the Committee

VIGIL MECHANISM

In compliance with the requirement of Section 177(9) & (10) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns has been established. The same has been uploaded on the website of the Company i.e. www.innovativetyres.com

THE DISCLOSURES PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACTf 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 4.

DIRECTORS RESPONSIBILITY STATEMENT

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, 2024, 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, 2024 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, 2024 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 shareholder’s 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:

Steam utilization efficiency improvement (Leakage).

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

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

(Rs. In lakhs)

Particulars	2023-24	2022-23
Total foreign exchange outgo	NIL	2.30
Total foreign exchange inflow	7.05	NIL

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations. However, the Hon’ble NCLT, Ahmedabad bench, has passed an Order dated 9th, August 2023 approving the Resolution Plan submitted by M/s Ten on Ten Rubtech Private Limited for revival of the Company.

MATTER LISTED WITH NCLT

An application was filed against Innovative Tyres & Tubes Limited under Section 9 of Insolvency and Bankruptcy Code, 2016 before the Hon’ble NCLT Ahmedabad with a prayer to commence the Corporate Insolvency Resolution Process

(CIRP). The said application for initiation of Corporate Insolvency Resolution Process (CIRP), has been admitted by Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench (Hon’ble NCLT/Hon’ble Adjudicating Authority) vide its order dated 28th March 2022. Under the IBC proceedings, the powers of the Board were suspended with effect from 28th March, 2022. The NCLT order also provided for a moratorium with effect from 28th March 2022 till the completion of the Corporate Insolvency Resolution process (CIRP) or until it approves the resolution plan or passes an order for liquidation of the company, whichever is earlier. Subsequently the Hon’ ble NCLT, Ahmedabad bench, has passed an Order dated 9th August 2023 approving the Resolution Plan submitted by M/s Ten on Ten Rubtech Private Limited for revival of the Company, thereby the Company has come out of the CIRP.

The Company has complied with all the requirements including payments to all creditors as per the approved resolution plan. However, there was mismatch in the promoter’s shareholding and public shareholding in the Hon’ble NCLT Order dated 09-08-2023. This discrepancy was because one of the promoters’ groups has sold 9,87,000 (representing 5.49%) during CIRP period. Because of this discrepancy, the Company could not cancel promoter’s shareholding and reduce public shareholding to 5,10,000 equity shares as per the NCLT Order. Considering above situation an Interlocutory Application has been filed by the Chairman of Monitoring Committee appointed for implementation of the Resolution Plan, before Honorable NCLT, Ahmedabad on dated 1st November, 2023 for modifying the stipulation of cancellation of equity share capital of promoter shareholders and reduction of equity share capital of the public shareholders which was rejected hence again a separate interlocutory application was filed on 8th March 2024. The Honorable NCLT, Ahmedabad has approved the application and passed order on 4th June 2024 and the effect of the re-organization of share capital has been given on the record date 26th June 2024.

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, the Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 Company’s 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 Company’s growth.

FOR THE BOARD OF DIRECTORS INNOVATIVE TYRES & TUBES LIMITED

Robin Chawla Director & CFO (DIN-10277507)

Date:29^th August 2024

Place: Halol