Tolins Tyres Ltd Directors Report

To, The Members,

Your directors have immense pleasure in presenting the 22nd Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended as on March 31, 2025. Standalone and Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended March 31, 2025 is summarized below: (?in Mn)

	Standalone		Consolidated
Particulars	FY 202425	FY 202324	FY 202425	FY 202324
Revenue from operations	1,783.53	1,574.65	2,924.48	2,272.18
Other income	24.94	15.44	25.55	14.75
Total Revenue	1808.47	1590.09	2,950.03	2,286.93
T otal Expenses	1,535.47	1,402.40	2,456.54	1,957.95
Profit before tax	273.01	187.69	493.48	328.98
Tax expenses	65.38	51.29	106.67	68.92
Profit after tax	207.63	136.40	386.82	260.06
Total comprehensive income for the year, net of tax	207.79	136.44	384.73	261.29

(Note: The above figures are extractedfrom the Standalone and Consolidated Financial Statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects of Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (‘the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act)

STATE OF COMPANIES AFFAIRS:

Standalone Financial Results:

The standalone revenue from operations increased to 1,783.53 Mn for FY 2024-25 as compared to 1,574.65 Mn in FY 2023-24. The profit after tax stood at 207.63 Mn for FY 2024-25 as compared to 136.40 Mn in FY 2023-24.

Consolidated Financial Results:

The consolidated revenue from operations increased to 2,924.48 Mn for FY 2024-25 as compared to 2,272.18 Mn in FY 2023-24. The profit after tax stood at 386.82 Mn for FY 2024-25 as compared to 260.06 Mn in FY 2023-24.

REVISION OF FINANCIAL STATEMENTS:

During the year under review, Your Company has not revised the financial statements.

LISTING ON STOCK EXCHANGES:

During the year, the Company has successfully completed the initial public offering of its equity shares ("IPO")

through book building process and raised 2,300 Mn. The public issue was comprising a fresh issue of 88,49,559 equity shares of face value of 5/- each for an amount of 2,000 Mn and an offer for sale of 13,27,432 equity shares for an amount of 300 Mn.

The Companys equity shares were listed on the recognized stock exchanges i.e., BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on September 16, 2024.

DIVIDEND:

In view of the business requirements of the Company, the Board of Directors has not recommended a dividend for the financial year ended March 31, 2025. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at i.e., https://www.tolinstyres.com/.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2024-25.

CHANGES TO EQUITY SHARE CAPITAL:

At present, the Authorized Share Capital of the Company is Rs. 20,00,00,000/- divided into 4,00,00,000 Equity Shares of 5/- each.

During the year, by virtue of Initial Public Offering("IPO"), 88,49,559 equity shares were allotted on September 12, 2024 and at present, the issued, subscribed and paid-up Share Capital of the Company is 19,75,44,155/- comprising of 3,95,08,831 Equity Shares of 5/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review, which forms part of this Report as Annexure- 1.

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

The Company has following wholly owned subsidiaries as on March 31, 2025. The details are as follows:

• Tolin Rubbers Private Limited

• Tolins Tyres LLC

There has been no material change in the nature of the business of such subsidiaries. Further, no company ceased to be a subsidiary of the Company during FY 2025.

The report on the performance and financial position of each subsidiary, as applicable and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this Report as Annexure 2.

Further, contribution of subsidiaries to the overall performance of the Company has been disclosed in the Consolidated Financial Statements.

In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on the website of the Company at https://www.tolinstyres.com/ for inspection by the Members.

Pursuant to the provisions of Regulation 16(c) of the SEBI Listing Regulations, the Board has approved and adopted a Policy for determining Material Subsidiary. The said policy is uploaded on the website of the Company at https://www.tolinstyres.com/.

The company has no joint ventures or associate companies.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in this Annual Report.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

The Companys equity shares are tradable only in electronic form. As on March 31, 2025, 100% of the Companys total paid up capital representing 3,95,08,831 equity shares are in dematerialized form.

PARTICULARS OF EMPLOYEES:

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure-3 to this Boards report.

BOARD OF DIRECTORS:

As of March 31, 2025, the Board of the Company comprised 6 Directors out of which 1 is Executive Director, 2 are Non- Executive and Non-Independent Director and 3 are Non- Executive Independent Directors, out of which 1 Women Independent Director. The composition of the Board of Directors as on March 31, 2025 was in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS:

During the year under review, the Board of Directors met 20 (Twenty) times on the following dates:

1. April 01, 2024	11. August 28, 2024
2. April 18, 2024	12. August 29, 2024
3. April 22, 2024	13. August 31, 2024
4. May 13, 2024	14. September 11, 2024
5. May 17, 2024	15. September 12, 2024
6. June 07, 2024	16. September 14, 2024
7. June 20, 2024	17. October 04, 2024
8. July 06, 2024	18. November 13, 2024
9. July 24, 2024	19. December 19, 2024
10. August 12, 2024	20. February 11, 2025

AUDITORS:

I. STATUTORY AUDITORS:

M/s. Krishnan Retna & Associates [ICAI FRN No. 001536S], Chartered Accountants, were appointed as the Statutory Auditors of the Company by the members at the 21st Annual General Meeting held on September 2, 2024, for a term of five years, to hold office until the conclusion of the 26th Annual General Meeting of the Company.

M/s. Krishnan Retna & Associates have tendered their resignation with effect from the conclusion of the ensuing Annual General Meeting. Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of , M/s. P T Joseph & Co, Chartered Accountants, (Firm Reg. No. 001391S), as the Statutory Auditor of the Company for a period of five consecutive years commencing from the conclusion of ensuing Annual General Meeting till the conclusion of 27th Annual General Meeting of the Company,

M/s. P T Joseph & Co has confirmed that:

i. the appointment is within the limits prescribed under Section 141 of the Companies Act, 2013;

ii. they are not disqualified from being appointed as Statutory Auditor under Section 141 of the Act; and

iii. they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

II. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Pramod S, (ICSI Membership No: A36020 and COP 13335) Practicing Company Secretary, Bengaluru, to conduct Secretarial Audit of the Company.

Based on the recommendations of the Audit Committee and the Board of Directors at its meetings held on May 28, 2025 CS Pramod S, (ICSI Membership No: A36020 and COP 13335) Practicing Company Secretary, Bengaluru, is proposed to be appointed as a Secretarial Auditor of the Company to hold office for a term of 5 (five) years commencing from the FY 2025-26 to FY 2029-30 subject to approval of the Shareholders in the ensuing Annual General Meeting of the Company as required under Regulation 24A of SEBI (LODR) Regulations, 2015.

III. COST AUDITOR:

The Company has maintained cost records as prescribed under Section 148(1) of the Companies Act, 2013. M/s. BBS & Associates [FRN 00273], Cost Accountants, were appointed as the Cost Auditors of the Company for the financial year 2024-25 to conduct the cost audit.

Further, the Board, based on the recommendation of the Audit Committee at its meeting held on May 28, 2025, appointed M/s. BBS & Associates [FRN 00273], Cost Accountants, as the Cost Auditors of the Company for the financial year 2025-26.

IV. INTERNAL AUDITOR:

M/s. P T Joseph & Co [FRN 001391S], Chartered Accountants, was appointed as Internal Auditors for conducting the internal audit of the Company for the financial year 2024-25, who have conducted the internal audit periodically and submitted their reports to the Audit Committee and the Board.

Further, the Board has appointed M/s. Joseph Cyriac & Company [ICAI FRN: 029722S], Chartered Accountants, as Internal Auditors for the financial year 2025-26, based on the recommendation of the Audit Committee.

STATUTORY AUDITORS REPORT:

The Auditors Report on the Financial Statements (Standalone and & Consolidated) of the Company for the year under review, "with an unmodified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of the Annual Report. The Auditors Report is unmodified and there are no qualifications or adverse remarks in their Report. Also, no frauds in terms of the provisions of Section 143(12) of the Companies Act, 2013 have been reported by the Statutory Auditors in their report for the year under review.

SECRETARIAL AUDIT REPORT:

The report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed as Annexure - 4 to their Report.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

Further, the Company has submitted the annual secretarial compliance report for the FY 2024-25 with BSE and NSE in compliance of Regulation 24A of the SEBI Listing Regulations and the same can be accessed at https://www.tolinstyres.com/

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

Statutory Auditors

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report. Hence, no comments are offered by the Board of Directors.

Secretarial Auditors

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report. Except the following:

Comment: Pursuant to Regulation 32(1) and 32(6) of the SEBI (LODR) Regulations, 2015, the Monitoring Agency Report and the Statement of Deviation for the quarter ended September 30, 2024, were required to be filed with the stock exchanges within 45 days, i.e., by November 14, 2024. However, the Company filed the same on November 26, 2024, resulting in a delay of 12 days.

Response: we clarify that the delay in filing was primarily due to the time taken in finalizing the Monitoring Agency Report for the quarter. The Company is taking necessary steps to streamline the internal review and approval process to ensure timely submission of such reports going forward

INTERNAL CONTROL SYSTEMS AND THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Companys internal financial controls are commensurate with the scale and its operations. The Company has laid down guidelines, processes and structures, which enable the implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies, processes and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

EMPLOYEE STOCK OPTION PLANS (ESOPS):

The Company has not formed any Employees Stock Option during the year.

VIGIL MECHANISM/ WHISTLE-BLOWER:

Pursuant to provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has duly established Whistle Blower Policy as part of vigil mechanism for observing the conduct of Directors and Employees and report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct to the Chairman of the Audit Committee. This mechanism also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

The said policy is available on the website of the Company i.e., https://www.tolinstyres.com/

During the year under review, the Company has not received any complaints under the said mechanism.

BUY BACK OF SHARES:

Y our Company has not bought back any shares during the year.

RISK MANAGEMENT POLICY:

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act,

2013 and Regulation 21 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, consisting of Executive Director and Non-Executive Independent Directors to identify and assess business risks and opportunities. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There has been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial statements of the Company to which the financial statements relate and the date of report except for as stated below.

i. Initial Public Offer ("IPO") of Equity Shares

Your Company floated Initial Public Offer ("IPO") of its Equity Shares during FY 2024-25. The IPO was completed, and got listed at the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as "Stock Exchanges") on September 16, 2024.

The Board was gratified and humbled by the faith shown in the Company by its Members. The total size of the IPO was 1,01,76,991 Equity Shares, comprising 88,49,559 Equity Shares pursuant to Fresh Issue are allotted and 13,27,432 Equity Shares pursuant to Offer for Sale of face value of ? 5 each of the Company, aggregating up to ?2,000 million for fresh issue and an offer for sale of such Equity Shares by the Selling Shareholder(s) aggregating up to ?300 million.

The proceeds realised by the Company from the 1PO are being utilised as per objects of the offer disclosed in the Prospectus of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant or material orders passed by the regulators or courts or tribunals impacting on the going concern status and Companys operations in future.

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR:

Directors

During the year, the Board of the Company was duly constituted in line with the requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For more details, please refer to relevant section of the Corporate Governance forming part of this Report.

Further, during the year, the following changes occurred in the composition of the Board of Directors:

i. The designation of Mr. Sankarakrishnan Ramalingam (DIN: 00078459) was changed from Whole Time Director to Non-Executive Director with effect from October 04, 2024.

Key Managerial Personnel (KMP)

During the year, the following changes occurred in respect of Key Managerial Personnel

i. Mr. Ravi Sharma, Key Managerial Personnel (KMP) resigned from the post of Chief Financial Officer w.e.f. December 12, 2024

ii. Mr. Sojan C S was appointed as Chief Financial Officer, (KMP & SMP) of the Company w.e.f. December 19, 2024.

iii. Mr. Cyrus Tolin was appointed as Vice President-Operations (KMP) with effect from October 04, 2024. DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors of the Company have given declaration to the Company under Section 149 (7) of the Act, that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). All independent directors of your Company have also given declarations to the Company under Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of management. The independent directors have affirmed compliance with the Code of Conduct.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. The composition of Independent Directors is optimum mix of expertise (including financial expertise), leadership and professionalism.

FAMILIARISATION PROGRAMME FOR DIRECTORS

Disclosure pertaining to familiarisation programmes for Directors is provided in the Corporate Governance Report forming part of this Report.

The Familiarization Policy along with note on the Familiarization Programme adopted by the Company for orientation and training of the Directors and the Board evaluation process to be undertaken is made available on the Companys official website at https://www.tolinstyres.com/

COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER MATTERS

The Nomination and Remuneration Policy ("NRC Policy") on appointment and remuneration including criteria for determining the qualification, positive attributes, independence and other matters of Directors, KMPs & SMPs has been formulated as per applicable provisions under Section 178 of the Act read with the SEBI Listing Regulations to set out a framework for the nomination, evaluation, and remuneration of Directors, KMPs and SMPs of the Company.

The Nomination and Remuneration Policy ("NRC Policy") is uploaded on the website of the Company at https://www.tolinstyres.com/ and is followed for respective appointment(s).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-25, all the transactions with related parties were entered into at arms length basis and in the ordinary course of business.

The particulars of every contract or arrangement entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 has been disclosed in Form No. AOC-2 as Annexure-5.

HUMAN RESOURCES:

Your Company is determined to accelerate its growth story by corresponding to the changing needs of diverse workgroup by fostering an engaging work environment, to constantly build the unique capabilities and skills of the people. Robust Human Resource policies are in place which enables building a stronger performance culture and at the same time developing current and future leaders.

The employee strength of the Company at the end of FY i.e., March 31, 2025 was 18

Further your Board of Directors report that, Policy against Sexual Harassment at workplace is in line with the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and that the employees have been advised to address their grievances under this Act for redressal. 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.

Details of sexual harassment complaints:

The status of the sexual harassment complaints received during the Financial Year 2024-25 are as follows:

Pending as of April 01, 2024	Received during the year	Disposed of during the year	Pending as of March 31, 2025
0	0	0	0

During the year, the company has complied with the provisions relating to the maternity benefit act 1961.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure-6 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy.

The Annual report on CSR as per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure-7 forming part of this Report.

The CSR Policy of the Company is available on the website of the Company at https://www.tolinstyres.com/.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Company does not fall under top 1000 Listed Entities, therefore detailed BRSR in terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 is not applicable on the Company.

CORPORATE GOVERNANCE:

Y our Company provides utmost importance to the best governance practices and are designed to act in the best interest of its stakeholders. The Board of Directors reaffirm their continued commitment to good corporate governance practices. The fundamentals of Governance at the Company includes transparency, accountability, integrity and Independence.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from CS. Pramod S, (ICSI Membership No: A36020, COP 13335) confirming compliance is enclosed as Annexure-8 to and forms an integral part of this Report.

BOARD EVALUATION:

The Company was listed on both NSE and BSE on September 16, 2024. As this is the first financial year post listing, the performance evaluation will be carried out from FY 2025-26 onwards.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:

The familiarisation programme aims to make the Independent Directors of the Company familiar with the business and operations of the Company through various structured familiarisation programmes. The Company had organised such program for directors during the year under review and have plan for more such programs as and when required to update the Board on their roles and responsibilities as per requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said familiarisation programmes are placed on the website of the Company

i.e., https://www.tolinstyres.com/.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b. the directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period.

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

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

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

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

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

The Nomination and Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report. As and when need arises to appoint Director, KMP and Senior Management Personnel, the Nomination and Remuneration Committee (NRC) of the Company determines the criteria based on the specific requirements. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company have constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Management Sub Committee

The details with respect to the composition, number of meetings, attendance, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of this Report.

DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OF THE COMPANY:

During the year under report, the Company has not received any amount from any Director of the Company pursuant to Rule 2 (1)(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (‘ICSI):

In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to the Meetings of the ‘Board and ‘General Meetings, respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

ANNUAL RETURN:

The Annual Return of the Company as per the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company https://www.tolinstyres.com/.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were

no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DEPOSITS:

The Company has neither accepted nor renewed any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AWARDS RECEIVED DURING THE YEAR:

During the year, the following awards were received:

1. Salute Kerala 2024 - Business Icon PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading (Code) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulating trading in securities by the Directors, Designated Employees and Connected Persons of the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Employees, their immediate relatives and Connected Persons.

The Code requires pre-clearance approval for dealing with the Companys shares for all transactions by the Directors and Designated Employees (together called Designated Persons) and prohibits the purchase or sale of the Companys securities by Designated Persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company. The Company Secretary is responsible for the implementation and monitoring of the Code. The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at https://www.tolinstyres.comy.

The Company regularly and timely intimates the designated persons and connected persons for non-trading in the shares of the Company whenever UPSI is available and also, the Company takes steps to freeze the PAN of designated and connected persons at the platform of the NSDL i.e. the Companys designated Depository Participant for non-dealing of shares of the Company whenever the trading window closes for declaration of financial results.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

DETAILS OF PENALTIES/PUNISHMENT/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT:

There were no penalties/punishment/commitments affecting the financial position of the Company between the end of the financial year and the date of the Boards report.

INSURANCE:

Your Company has taken appropriate insurance for all assets as per general industry practice.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

During the year the company has complied with the provisions relating to the maternity benefit act 1961 OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review;

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the company under ESOP or any other scheme.

iii. The Managing Director of the Company has not received any remuneration or commission from the subsidiary.

iv. There is no change in the nature of the business of the Company.

v. Application/Proceedings pending under the Insolvency and Bankruptcy Code, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

vi. Details of difference between the Amount of Valuation Done:

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

vii. Compliance of the provisions relating to the maternity benefit act 1961:

During the year the company has complied with the provisions relating to the maternity benefit act 1961. GREEN INITIATIVE:

We request all shareholders to support the ‘Green Initiative of the Ministry of Corporate Affairs and the Company, by enabling the service of the Annual Report, Annual General Meeting Notice and other documents through electronically to your email address registered with your Depository Participant/ Registrar and Share Transfer Agent.

CAUTIONARY STATEMENT:

Statements in this Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual

results may differ from those expressed in the statements.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation to all Stakeholders, Investors, Customers, Vendors, The success of the Company is directly linked to hard work and commitment of the employees who worked round the clock to ensure the business continuity and exceptional service quality offerings for the customers.

The Board wishes to place on record its sincere appreciation to all employees for their hard work, dedication, commitment and efforts put in by them for achieving encouraging results under difficult conditions during this year. The Board also wishes to express its sincere appreciation and gratitude to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India, concerned State Governments and other regulatory & statutory authorities for their consistent support and cooperation extended to the Company during the year.

The Board is deeply grateful to the Members of the Company for continuing to entrust their confidence and faith in the Company.

	For and on behall oi the Board oi Director
	Sd/-	Sd/-
Place: Kalady	Kalamparambil Varkey Tolin	Jerin Tolin
Date: 03.09.2025	Chairman & Managing	Director
	Director	DIN:00412851
	DIN:00381218