Tinna Rubber & Infrastructure Ltd Directors Report

To The Members of

Tinna Rubber and Infrastructure Limited

Your Directors take pleasure in presenting the 39 th Annual Report of your Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars	F.Y. 2025-26	F.Y. 2024-25
Revenue from Operations	53,323.41	50,499.33
Other Income	185.62	444.09
Total Income	53,509.03	50,943.42
Operational/Financial Expenses	45,223.07	44,333.73
Depreciation and Amortization	1057.60	816.27
Total Expenses	46,280.67	45,150.00
Profit before exceptional items and tax	7,228.36	5,793.42
Less: Exceptional Items	-	(120.00)
Profit before tax (PBT)	7,228.36	5,673.42
Less: Tax Expenses	(1,904.82)	(1,445.56)
Profit after tax (PAT)	5,323.54	4,227.86
Other Comprehensive Income	(209.62)	(362.51)
Total Comprehensive Income	5,113.92	4,590.37
Earnings Per Equity Share - Basic	29.90	24.68
Earnings Per Equity Share - Diluted	29.88	24.65

2. STATE OF COMPANYS AFFAIRS

(A) STANDALONE RESULTS

During the financial year 2025-26, the revenue from operations for the standalone basis was Rs. 53,323.41 lacs as compared to Rs. 50,499.33 lacs in the previous financial year (registering 5.59% of year of year growth); and Profit before tax (PBT) was Rs. 7,228.36 lacs as compared to Rs. 5,673.42 lacs in the previous financial year (registering 27.41% of year of year growth); and Profit after tax (PAT) stood to Rs. 5,323.54 lacs as compared to Rs. 4,227.86 lacs of the previous financial year (registering 25.92% of year of year growth).

During the year under review the Company generated net cash from operating activities for Rs. 5,638.29 lacs; and incurred net cash for investing activities for Rs. 10,266.95 lacs; generated net cash from financing activities for Rs. 4,514.22 lacs; and the cash and cash equivalents at the end of year was Rs. 89.29 lacs as compared to Rs. 203.71 lacs of the previous financial year

(B) CONSOLIDATED RESULTS

During the financial year 2025-26, the revenue from operations for the consolidated basis was Rs. 54,580.74 lacs, as compared to Rs. 50,534.52 lacs in the previous financial year (registering 8.01% of year of year growth); and Profit before tax (PBT) was Rs. 7,199.37 lacs as compared to Rs. 6,325.24 lacs in the previous financial year (registering 13.82% of year of year growth); and Profit after tax (PAT) stood to Rs. 5,284.73 lacs as compared to Rs. 4,835.57 lacs of the previous financial year (registering 9.29% of year of year growth).

During the year under review the Company, generated net cash from operating activities for Rs. 5,748.64 lacs; and incurred net cash for investing activities for Rs. 10,290.72 lacs; generated net cash from financing activities for Rs. 4,437.86 lacs; and the cash and cash equivalents at the end of year was Rs. 106.86 lacs as compared to Rs. 211.08 lacs of the previous financial year

3. CHANGE IN THE NATURE OF BUSINESS

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

4. TRANSFER TO RESERVES

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

5. DIVIDEND

The Board of Directors recommends a Final Dividend of Rs. 3.25/- (32.5%) per equity share of face value of Rs. 10/- each fully paid up, for the year ended March 31, 2026. The Final Dividend shall be payable post shareholder approval at the ensuing annual general meeting, to the eligible shareholders within prescribed timeline in accordance with applicable laws.

6. SHARE CAPITAL

During the year under review, following changes were made in the share capital of the Company:-

A. AUTHORISED SHARE CAPITAL

The authorized share capital of the Company stood Rs. 20,00,00,000, divided into 2,00,00,000 equity shares of Rs. 10/- each fully paid up, during the year under review.

B. ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

The issued, subscribed and paid up share capital of the Company stood Rs. 18,01,57,570, divided into 1,80,15,757 equity shares of Rs. 10/- each fully paid up, during the year under review.

During the year under review the Company has issued and made allotment of 8,86,257 Equity Shares to eligible qualified institutional buyers (QIB) at the issue price of Rs. 888 per Equity Share, at a premium of Rs. 878 per Equity Share (which includes a discount of Rs. 46.73 per Equity Share i.e. 5% of the floor price, aggregating to approximately Rs. 7,869.96 lakhs, pursuant to Qualified Institutions Placement (QIP) issue, in accordance with applicable provisions of SEBI (ICDR) Regulations, 2018, SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 read with rules and regulation made thereunder, as amended.

The first ever QIP by the Company witnessed participation from reputed long-only institutional investors like ICICI Prudential Mutual Fund, JM Financial Mutual Fund, Bank of India Mutual Fund etc.

The proceed of fund raised through QIP, was proposed to be utilized for (i) Funding capital expenditure for expansion and upgradation, (ii) Re-payment of certain borrowings; and (iii) General corporate purposes. As on the close of the financial year the proceeds of the said issue was fully utilized as under:-

Sr. No Item Head	Amount as proposed in the Placement Offer Document (Rs. in Lakhs)	Revised Cost with the approval of Board (Rs. in Lakhs)	Amount utilized at the end of quarter ended on Mar 31, 2026 (Rs. in Lakhs)
1 Funding capital expenditure requirements of our Company for expansion and upgradation of our Manufacturing Facilities at Varle and Gummidipoondi	3,345.54	3,346.22	3,346.22
2 Re-payment, in full or in part, of certain borrowings availed by our Company	2,302.09	2,302.09	2,302.09
3 General corporate purposes	1,900.00	1,899.84	1,899.84
4 Issue Expenses	322.33	321.81	321.81
Grand Total	7,869.96	7,869.96	7,869.96

7. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the Company had two (2) foreign subsidiaries namely Global Recycle LLC, Oman, with 99% stake held by the Company, and another foreign subsidiary namely Tinna Rubber Arabia Ltd, Saudi Arabia (non-operational); and one (1) associate Indian Company namely TP Buildtech Private Limited within the meaning of Section 2(6) and 2(87) respectively of the Companies Act, 2013 (Act) as on March 31, 2026.

There was one (1) Joint Venture of the Company namely Mbodla Investments (Pty) Ltd, South Africa with 49% stake of the company, during the year under review.

The wholly owned subsidiary namely Tinna Rubber BV, Netherlands, which was non-operational, as per management approval, voluntary liquidation process was initiated as per applicable laws of host country and accordingly concerned regulatory authority registered on August 07, 2025 the liquidation & consequently it stood dissolved as legal entity from February 28, 2025 (cut off date), pursuant to certificate of liquidation received from Business Register extract Netherlands Chamber of Commerce.

Further, there has been no material change in the nature of the business of the Subsidiaries & Associate Company. Policy for determining material subsidiaries of the Company is available on the website of the Company .

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys Subsidiary, Joint Venture & Associate Company in Form No. AOC-1 is given in Annexure-A attached to this report.

8. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year seven (7) Board of Directors meetings were convened and held, the details of meetings along with attendance of respective Directors, are given in the corporate governance report annexed separately in the Annual Report. The intervening gap between such meetings was within the period prescribed under the Companies Act, 2013, as amended from time to time.

9. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS

The Shareholders of the Company in their Thirty Fifth (35 th ) Annual General Meeting (AGM) held on June 30, 2022, appointed M/s S.S. Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration Number:000756N/N500441) as a Statutory Auditors of the company for the period of five (5) consecutive years from the conclusion of 35 th Annual general Meeting i.e. for financial year 2022-23 till the conclusion of 40 th Annual General Meeting i.e. for financial year 2026-27.

The auditors report are self-explanatory and does not require any explanation or comments from the Board, under Section 134(3)(f) of the Companies Act, 2013

B. COST AUDITORS

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board in their meeting held on May 23, 2025, on the recommendation of the Audit Committee, Re-appointed M/s Pant S. & Associates (Firm registration no. 101402), Cost Accountants to conduct the Audit of the cost accounting records of the Company for the Financial Year 2025-26, and the said Re-appointment was subsequently approved/ratified by the shareholders in their Annual General Meeting held on September 12, 2025.

The Company is maintaining of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

C. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors in their meeting held on May 23, 2025, on the recommendation of the Audit Committee, Re-appointed Mr. Rohit Batra, (ICAI Membership No. 552845), Chartered Accountants, an employee of the Company, as Internal Auditor of the Company for the financial year 2025-26.

The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors periodically monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

D. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the shareholders in its Annual General Meeting held on September 12, 2025, on the recommendation of Board of Directors, appointed M/s. Ajay Baroota & Associates (Membership No. 3495 and COP No. 3945), Company Secretaries, as secretarial auditor of the Company, to undertake the Secretarial Audit for a period of five (5) consecutive years, commencing on April 1, 2025, until March 31, 2030.

The Secretarial Audit report for financial year 2025-26, in the Form No. MR-3, carried out is annexed herewith as Annexure-R. The secretarial audit report are selfexplanatory and does not require any explanation or comments from the Board, under Section 134(3)(f) of the Companies Act, 2013

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under the review, Mr. Gaurav Sekhri (DIN: 00090676), Joint Managing Director of the Company, was re-appointed as the Joint Managing Director of the Company for a term/period of consecutive three (3) years with effect from September 10, 2025 until September 09, 2028 (both days inclusive), with the approval of shareholders in its Annual General Meeting held on September 12, 2025.

Mr. Ravindra Chhabra, retired from the office of Chief Financial Officer of the Company effective from closing hours of March 15, 2026 and consequently Mr. Abhay Kumar was appointed as the Chief Financial Officer of the Company effective from March 16, 2026.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Gaurav Sekhri (DIN: 00090676), Joint Managing Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The proposal for his reappointment is placed for the approval of shareholders in ensuing AGM as per notice of AGM.

Mr. Sanjay Kumar Jains (DIN: 01014176), 1 st term of consecutive five (5) years, as an Independent Director of the Company, will come to end on October 19, 2026, in view of the foregoing the Board of Directors, on the recommendation of Nomination & Remuneration Committee in their respective meeting held on May 22, 2026 has considered and approved the re-appointment of Mr. Sanjay Kumar Jain as an Independent Director of the Company for 2 nd term of 5 (five) consecutive years with effect from October 20, 2026 until October 19, 2031. The proposal for his re-appointment is placed for the approval of shareholders in ensuing AGM as per notice of AGM.

Mr. Subodh Kumar Sharmas (DIN: 08947098), holding office of Whole time Director of the Company for a consecutive period of three (3) years, will come to end on November 03, 2026, in view of the foregoing the Board of Directors, on the recommendation of Nomination & Remuneration Committee in their respective meeting held on May 22, 2026 has considered and approved Mr. Subodh Kumar Sharma re-appointment as a Whole time Director of the company for 3 (three) consecutive years with effect from November 04, 2026. The proposal for his re-appointment is placed for the approval of shareholders in ensuing AGM as per notice of AGM.

The disclosure pursuant to the provisions of (i) the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India and approved by the Central Government is given in the Notice of Annual General Meeting/ Corporate Governance Report.

11. DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

The Independent Directors have given declaration that they meet the criteria of independence as specified in Section 149(6) of The Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. The Board is of the opinion that the Independent Directors is of integrity and possess the requisite expertise and experience (including the proficiency).

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry on regular basis. The policy on familiarization programmes is available on the Companys website .

13. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms a part of this report and is available on the website of the Company

14. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board.

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

15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto as Annexure-C and forms a part of this report.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has formulated CSR Policy in terms of applicable provisions of Section 135(4) of the Companies Act, 2013 read with Rule 6 of the Companies (Corporate Social Responsibility) Rules, 2014 indicating the activities to be undertaken by the Company as specified in Schedule- VII of the Act.

The Annual Report on CSR activities undertaken the Company during the financial year ended March 31, 2026 in accordance with applicable provisions of Act is enclosed as Annexure-D The CSR Policy is available on the website of the Company at

17. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

18. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 134, 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details of the employees drawing remuneration in excess of the limits set out in the said rules and relevant disclosures pertaining to the remuneration and the other details are provided in the Annexure-E forming part of the Annual Report.

19. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT-9 is available on the website of the company at

20. CORPORATE GOVERNANCE

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, with regard to Corporate Governance practices. A report on the Corporate Governance practices and Certificate from Company Secretary in practice on compliance of mandatory requirements thereof is also given in Annexure-F and Anne.xure.-F3 respectively this report.

21. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided in Annexure-G to the Directors Report

22. DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India, have been duly followed and complied by the Company. The Company has devised proper system to ensure compliances and that such systems are adequate and operating effectively.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3(c) read with 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there was no material departure.

b) Such accounting policies have been selected and applied consistently and judgements and estimates have been made, that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at March 31, 2026 and of the Companys profit or loss for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) That internal financial controls to be followed by the Company had been laid down, and that such internal financial controls were adequate and were operating effectively.

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

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the relevant notes to the Financial Statements forming part of this report.

25. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulation during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. In compliance of applicable laws, your company has formulated a policy on dealing with related party transactions and details of the policy is available on the website .

As per SEBI Listing Regulations the Related Party Transactions summary are placed before the Audit Committee for review and approval periodically. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at Arms Length.

During the year under review, the Company has not entered into any contracts/arrangements/ transactions with related parties outside the purview of applicable provisions of Act and Regulations and Company policy on related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note no. 39 of the Standalone Financial Statements of the Company

26. RISK MANAGEMENT

The Companys risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth.

The risk framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment and also provides control measures for risks and future action plans.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concern and the same is available on the website of the Company at . During the year under review no compliant was received.

28. INTERNAL CONTROLS, INTERNAL FINANCIAL CONTROLS AND AUDIT OVERVIEW

The Company has a proper and adequate system of internal control, commensurate with the size and nature of its business, forms an integral part of the Companys corporate governance policies. Some of the significant features of internal control systems includes:

Ensuring compliance with laws, regulations, standards and internal procedures and systems.

De-risking the Companys assets, resources and protecting them from any loss and providing trainings for other related safety measures.

Ensuring the accounting systems integrity proper and authorized recording and reporting of all transactions.

Preparing and monitoring of annual budgets for all operating and service functions.

Ensuring the reliability of all financial and operational information.

Forming an Audit committee of the Board of Directors. The Audit Committee regularly reviews audit plans, significant audit findings, controls and compliance with accounting standards and so on.

Continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during Financial Year 2025-26.

30. OTHER DISCLOSURES AND REPORTING

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future except stated elsewhere in the annual report.

During the year there was no material changes and commitments, affecting the financial positions of the Company, except mentioned elsewhere in the annual report.

During the year under review there was no application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

31. EMPLOYEE STOCK OPTION SCHEME

The Company got the In-Principal approval for implementation and administration of 1,71,295 stock option equivalent to equal number of equity shares, from Bombay Stock Exchange vide their letter dated April 09, 2024

During the financial year ended March 31, 2025, the company granted 59,880 stock options to eligible employees, on the recommendation of Nomination and Remuneration Committee and duly approved by the Board of Directors of the Company in their respective meeting held on May 03, 2024, in accordance with Tinna Rubber and Infrastructure Limited-Employee Stock Option Plan - 2023 (the Scheme), and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) with a view to attract and retain the senior management and best talent, and to encourage employees to align individual performances with Company objectives, and promote increased participation by them in the growth of the Company

There was no changes in the Scheme, during the year under review. The applicable disclosures as stipulated under the SEBI SBEB Regulations are available on the website of the Company at .

Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013, including the Guidance note on accounting for employee share-based payments issued in that regard from time to time, are disclosed in Note no. 47 of the standalone audited financial statements of the Company for the year ended on March 31, 2026.

A description of the Scheme existed during the year, including the general terms and conditions the scheme are mentioned as under:

Particulars	Details
Date of shareholders approval	August 24, 2023
Total number of options approved under the Scheme	1,71,295
Vesting requirements	As per terms of the Scheme
Exercise price or pricing formula	The exercise price per option shall be determined by the Committee, which shall not be less than the market price of the shares, discounted by such a percentage not exceeding 20% on the date of grant
Maximum term of options granted	As per terms of the Scheme
Source of shares (primary, secondary or combination)	Primary
Variation in terms of options	The Committee may with prior approval ofthe Shareholders, revise the terms of the Plan and/or terms of the Options already granted under the Plan subject to the condition that such amendment, alteration, or variation, as the case may be is not detrimental to the interest of Employees Provided that the Company shall be entitled to vary the terms of the Plan to meet any regulatory requirement without seeking shareholders\u2019 approval by way of a special resolution.
Method used to account for the Scheme - Intrinsic or fair value	Fair Value
Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on the Scheme of the company.	Not Applicable

During the year under review, the movement under the Scheme are mentioned as under

Particulars	Details
Number of options outstanding at the beginning of the period	59,880
Number of options granted during the year	Nil
Number of options forfeited/lapsed during the year	Nil
Number of options vested during the year	14,970
Number of options exercised during the year	Nil
Number of shares arising as a result of exercise of options	Nil
Money realized by exercise of options (INR), if scheme is implemented directly by the company	Not Applicable
Loan repaid by the Trust during the year from exercise price received	Not Applicable
Number of options outstanding at the end of the year	59,880
Number of options exercisable at the end of the year	14,970

Employee wise details of options granted during the year as mentioned as under:-

Particulars	I	II	III	IV	V
Name of the Employee	Subodh Kumar Sharma	Anurup Arora	Sanjay Banati	Ramesh Chand	Pradeep Sharma
Designation of Employee	Whole time Director and COO	Chief Business Officer	Sr. Vice President	Sr. General Manager	Head International Operations
Number of Options granted during the year	21,790	13,520	6,160	10,050	8,360
Exercise price	Rs. 719
senior managerial personnel as defined under SEBI (LODR) Regulation	Not Applicable	Yes	No	No	Yes
employee who received a grant of option amounting to 5% or more of option granted during that year	Nil
Identified employees who were granted option, during the year, equal to or exceeding 1% of the issued capital of the company at the time of grant.	Nil

The Company has received a certificate from the Secretarial Auditors that the scheme has been implemented in accordance with SEBI SBEB Regulations. The certificate to be placed at the Annual General Meeting is given as Annexure - H to this report for inspection of members.

32. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3)(ca) of the Companies Act, 2013.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that Human Resource is the key driver for the success of any organization. The Companys human resources policies are carefully structured to meet the aspirations of the employees as well as the organization. These policies are implanted through training and other developmental programs and encourage continuous learnings and innovations. The Company continues to have cordial industrial relations.

34. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the concerned departments of Central and State Governments, financial institutions, banks and shareholders, and other stakeholders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company

	For and on behalf of the Board of Directors
	Tinna Rubber and Infrastructure Limited
	Bhupinder Kumar Sekhri
	Chairman and Managing Director
	DIN:00087088
Place: New Delhi
Date: July 20, 2026
Regd. Office Address: Tinna House, No. 6, Sultanpur, Mandi Road, Mehrauli, New Delhi-110030