Innovative Tyres & Tubes Ltd Directors Report

To,
The Members
Innovative Tyres & Tubes Limited (the "Company")

Your Board of Directors present the 31st Annual Report and the Audited Financial Statements for the financial year ended March 31, 2026.

During the financial year under review, the Company continued to operate under the management of the reconstituted Board in accordance with the approved Resolution Plan and the applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.

Pursuant to the implementation of the approved Resolution Plan, the National Stock Exchange of India Limited ("NSE") had granted approval for listing and trading of 1,00,00,000 equity shares of Rs. 10 each allotted under the Resolution Plan. Trading in the said equity shares commenced during the previous financial year after completion of all regulatory formalities, including revision of the applicable market lot size by NSE. Accordingly, the equity shares of the Company continued to remain listed and actively traded on NSE throughout the financial year under review.

1. FINANCIAL SUMMARY:

The Companys financial performance for the year ended March 31, 2026 is summarized below:

(Rs.in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	8,537.63	4,679.25
Other Income	84.41	39.97
Total Revenue	8,622.04	4,719.22
Total expenses	8,799.35	6,320.92
Loss before taxation and extraordinary items	(177.31)	(1,601.70)
Add: Extraordinary items	-	-
Loss before taxation	(177.31)	(1,601.70)
Less: tax expense (including adjusted deferred tax)/(Provision for Income Tax)	13.48	(0.04)
Loss after tax	(190.79)	(1,601.66)
EPS (Basic)	(1.91)	(16.02)
EPS (Diluted)	(1.91)	(16.02)

2. STATEMENT OF COMPANIES AFFAIRS:

During the year under review the total revenue was Rs. 8,622.04 lakhs as against the last years turnover of Rs. 4,719.22 lakhs. The revenue of the company is increasing every year due to starting of manufacturing operations after CIRP period. During the year, the company recorded a loss of Rs. 190.79 lakhs as against the previous years loss of Rs. 1,601.66 lakhs. The Company is continuously working to reduce its losses, and management expects to achieve profitability in the near future.

3. 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, 2026.

4. 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, 2026.

5. 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.

6. 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 in the prescribed format is available on the Companys website

7. 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, 2026 is not applicable to Company.

8. DISCLOSURE ON DEPOSITS UNDER CHAPTER V:

The Company has not accepted any deposits during the financial year 2025-26 in terms of Chapter V of the Companies Act, 2013.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2025-26, 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 Ms. Sneh Chauhan as Independent Directors of the Company. Mr. Anand Gupta was appointed as the Chief Financial Officer of the Company with effect from 15th July, 2025, and ceased to hold the office of Chief Financial Officer with effect from 14th November, 2025. Consequently, On 14th November, 2025, the Board appointed Mr. Jai Prakash Sharma as Chief Financial Officer of the Company. Ms. Jasmin Doshi ceased to be an Independent Director with effect from 10th June, 2025 (having served from 10th November, 2023). Mr. Umesh Ved ceased to be an Independent Director with effect from 07th June, 2025 (having served from 10th November, 2023). Mrs. Roshni Chawla ceased to be a Non-Executive Director with effect from 15th July, 2025 (having served from 10th November, 2023).

Mr. Robin Chawla, who was serving as Director & CFO, ceased to hold the position of CFO with effect from 15th July, 2025. He, however, continues to serve on the Board as a Non-Executive Director.

Changes after the close of the financial year (Post 31st March, 2026):

CS Shweta Pankaj Sharma ceased to hold the position of Company Secretary with effect from 18th April, 2026 (having served from 10th November, 2023).

Mr. Kundan Kumar Mishra ceased to be an Independent Director due to their death on 30th May, 2026 (having served from 15th July, 2025).

CS Jugal Patel has been appointed as the Company Secretary of the Company with effect from 19th August, 2026.

Accordingly, as on 31st March, 2026 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 Director (w.e.f. 15-07-2025 to 31-05-2026)
2.	Ms. Sneh Chauhan	Independent Director (w.e.f. 15-07-2025)
3.	Mr. Munish Chawla	Managing Director (w.e.f. 09-08-2023)
4.	Mr. Jai Prakash Sharma	CFO (w.e.f. 14-11-2025)
5.	Mr. Robin Chawla	Non-executive Director (w.e.f. 09-08-2023)
6.	Mrs. Shweta Pankaj Sharma	Company Secretary & Compliance Officer (w.e.f. 10-11-2023 to 18-04-2026)

10. MEETINGS OF BOARD OF DIRECTORS:

During the year, there were 9 (Nine) board meetings held on May 30, 2025, June 06, 2025, July 15, 2025, July 26, 2025, September 05, 2025, November 14, 2025, December 23, 2025, January 19, 2026 and January 22, 2026. 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. 2025-26.
Mr. Munish Chawla	09/09
Mr. Robin Chawla	09/09
Mrs. Roshni Chawla	03/03

11. STATUTORY AUDITORS:

M/s Haribhakti & Co. LLP, Chartered Accountants (Firm Registration No. 103523W/W100048), resigned as the Statutory Auditors of the Company with effect from July 26, 2025.

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.

Pursuant to the provisions of the Companies Act, 2013, M/s B.B. & Associates, Chartered Accountants (Firm Registration No. 023670N), were appointed as the Statutory Auditors of the Company by the Members at the Annual General Meeting held on September 30, 2025, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2030.

12. COST AUDITORS:

The Company had appointed M/s. Diwanji & Co., Cost & Management Accountants, Vadodara, at the meeting of the Board of Directors held on May 30, 2025, to conduct the Cost Audit of the Company for the financial year 2025-26 as a matter of good corporate governance. However, the Cost Audit Report was not prepared or submitted, as the provisions relating to Cost Audit under Section 148 of the Companies Act, 2013 are not applicable to the Company.

13. INTERNAL AUDITORS:

M/s Khode & Associates, Chartered Accountants, Internal Auditors of the Company for the Financial Year 2025-26, had conducted the internal audit for the said financial year and submitted their Internal Audit Report.

Changes after the close of the financial year (Post 31st March, 2026):

Subsequently M/s Khode & Associates resigned as the Internal Auditors of the Company. Accordingly, the Company is in the process of taking necessary steps for the appointment of Internal Auditor for the Financial Year 2026-27.

14. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended from time to time, the Company has appointed Mrs. Swati Yash Bhatt, a partner of Swati Bhatt & Co., Peer-reviewed Practicing Company Secretary (Membership No. F7323 & Peer Review Number 3568/2023), as Secretarial Auditor of the Company for a term of 5 (Five) commencing from the conclusion of 30th Annual General Meeting (AGM) till the conclusion of the 35th AGM. The Secretarial Auditors have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company, in accordance with the provisions of the applicable law. The Secretarial Audit Report (Form No. MR-3) issued by Swati Bhatt & Co., Vadodara is annexed herewith as Annexure - 1.

15. 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.

16. BOARDS COMMENT ON THE INDEPENDENT AUDITORS REPORT:

In the report of the Independent Auditors for the year ended March 31, 2026, forming part of this Annual Report, the Auditors have given following observations: -

(a) We have not received balance confirmations for certain significant trade receivables and advances from customers. Accordingly, these balances remain subject to reconciliation and confirmation, though we have performed alternative audit procedures in respect of the same.
(b) The Company has outstanding dues to Micro and Small Enterprises beyond the credit period prescribed under the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act"). The Company has not recognized interest liability on such delayed payments as required under the provisions of the MSMED Act.

In the absence of adequate records and information necessary to compute the interest payable, we were unable to obtain sufficient appropriate audit evidence regarding the amount of interest liability required to be recognized. Accordingly, we are unable to determine the consequential impact, if any, on the Companys liabilities, loss for the year

and equity as at and for the year ended March 31, 2026.

(c) As stated in Note 43 to the financial result, the Company has discontinued its Tube Division during the year. In our opinion, the said division qualifies as a discontinuing operation in accordance with Accounting Standard (AS) 24, Discontinuing Operations. However, the Company has not separately presented the results of the discontinuing operation nor provided the disclosures required under AS 24, including comparative information relating to the discontinued operation.

Management has represented that the requisite historical and comparative information pertaining to the discontinued operation could not be compiled from the available records with reasonable accuracy. Consequently, the disclosures and presentation prescribed under AS 24 have not been made in the financial result.

Accordingly, the financial results are not in compliance with the disclosure and presentation requirements of Accounting Standard (AS) 24. We are unable to determine the effects of this matter on the presentation and comparability of the financial results for the year ended March 31, 2026.

(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 Foreign Exchange Management (Export of Goods and Services) Regulations, 2015. However, the Company has recognized an appropriate provision against the aforesaid export receivable in the financial statements

(e) The Company has accepted advances from certain parties amounting to INR 123.29 Lakhs towards supply of goods. However, such advances have not been adjusted against the supply of goods within a period of 365 days from the date of receipt of the advances. Accordingly, the Company is in contravention of the provisions of Section 73 of the Companies Act, 2013.

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

1. 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. The Board clarifies that the delay in payment was due to commercial reasons beyond the control of the Company. The management is actively pursuing the matter with the concerned party to ensure payment at the earliest.

3. The Company acknowledges the observation regarding the discontinuation of its Tube Division during the year and the applicability of the disclosure and presentation requirements of Accounting Standard (AS) 24, Discontinuing Operations.

Management has made reasonable efforts to compile the requisite historical and comparative information relating to the discontinued Tube Division. However, due to limitations in the availability and segregation of historical records pertaining specifically to the said division, the required information could not be compiled with reasonable accuracy and reliability.

Accordingly, the Company has not been able to separately present the results of the discontinued operation and provide all the disclosures, including comparative information, prescribed under AS 24 in the financial results for the year ended March 31, 2026.

Management has taken note of the observation and will strengthen its record-keeping and reporting processes to ensure that information relating to discontinued operations is appropriately identified, segregated and disclosed in the financial statements in accordance with the applicable accounting requirements in future periods.

4. 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.

5. 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 realize outstanding export proceeds overdue from overseas customer. However, due to international world over instability, the money has stuck up.

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

18. 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.

19. 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 (CSR), are not applicable to the Company. Accordingly, the Company is not required to incur any CSR expenditure, or undertake any other compliances under the said provisions for the financial year 2026-27. Consequently, the Annual Report on CSR and Form CSR-2 (Addendum to AOC-4) are not applicable to the Company.

20. 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 Directors have good understanding of Finance, Accounts and Law.

Name of Member	Category
Ms. Sneh Chauhan	Chairperson to the Committee
Mr. Kamlesh Joshi	Member to the Committee
Mr. Munish Chawla	Member to the Committee

Mrs. Shweta Pankaj Sharma, Company Secretary acting as a secretary to the committee ceased with effect from April 18, 2026.

21. DISCLOSURE OF COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

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.

Name of Member	Category
Mr. Munish Chawla	Chairman to the Committee
Mr. Kamlesh Joshi	Member to the Committee
Ms. Sneh Chauhan	Member 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 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 this policy. The policy is available on the website of the Company at the link: http://www.innovativetyres.com/investor_relations/policies_programme.

22. DISCLOSURE OF COMPOSITION OF STAKEHOLDERS RELATIONSHIP 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
Mr. Munish Chawla	Chairman to the Committee
Mr. Kamlesh Joshi	Member to the Committee
Ms. Sneh Chauhan	Member to the Committee

23. 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

24. 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 - 3.

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.

25. 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, 2026 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.

26. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Kundan Kumar Mishra and Ms. Sneh Chauhan were the Independent Directors (Non-Executive) of the Company as on March 31, 2026. The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

27. DIRECTORS RESPONSIBILITY STATEMENT:

independent director being evaluated.

29. 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). Rationalization 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

1. 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.

2. 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.

3. Information regarding technology imported, during the last year: The Company has not imported technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs.in Lakhs)

Particulars	2025-26	2024-25
Total foreign exchange outgo (incl. High Seas)	740.82	830.32
Total foreign exchange inflow	2008.78	709.92

30. 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.

31. DISCLOSURE UNDER THE 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 complaints received- Nil
Number of complaints disposed off during the year- Nil
Number of cases pending for a period exceeding ninety days- Nil

32. 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.

33. GENERAL:

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.

34. ACKNOWLEDGEMENT:

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.

Managing Director

DIN:06454015

Date:19th August,2026

Place: Halol