Innovative Tyres & Tubes Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

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

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

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

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

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

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2025 is summarized below:

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

STATEMENT OF COMPANIES AFFAIRS

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

DIVIDEND

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

TRANSFER TO RESERVE

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

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

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

LISTING WITH STOCK EXCHANGE

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

MATERIAL CHANGES AND COMMITMENT:

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

Pursuant to the Order dated August 09, 2023 and Order dated 04-06-2024 passed by the Hon’ble

NCLT, Ahmedabad bench, the following events took place;

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

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

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

RISK MANAGEMENT:

The Company recognizes that effective risk management is vital for sustaining business growth and protecting

stakeholder interests. A comprehensive framework is in place to identify, assess, and mitigate risks across strategic, operational, financial, regulatory, and environmental areas. Strategic risks arise from market dynamics and competition; operational risks relate to supply chain, production efficiency, and technology; financial risks include foreign exchange, liquidity, and credit exposure; regulatory risks stem from evolving compliance requirements; and environmental risks relate to climate change and sustainability.

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

Recommendation: Place this under the "Board’s Report - Risk Management" clause.

Next step: Cross-reference with internal risk registers and committee reviews for accuracy.

EXTRACT OF ANNUAL RETURN

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

SECRETARIAL AUDIT REPORT

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

The Secretarial Audit Report contain following observation:

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

In repose to the same, the Board clarifies that the delay in realization of export proceeds was due to commercial reasons beyond the control of the Company. The management is actively pursuing the matter with the concerned overseas party to ensure realization of the pending export receivables at the earliest.

Further, the Board has directed the management to strengthen its monitoring mechanism to ensure timely realization of export proceeds in future and to seek necessary approvals/extensions from the Authorized Dealer Bank within the stipulated timeframe wherever required, so that such non-compliance does not recur.

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

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

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

The Board has noted the observation regarding non-availability of balance confirmations from certain major debtors and creditors. The management is in the process of obtaining confirmations and carrying out reconciliations with respective parties to ensure accuracy and completeness of the balances. The Board has further directed the management to strengthen internal procedures to

ensure that balance confirmations are obtained and reconciled on a timely basis in future.

iv. The Company has accepted advances for the supply of goods from 13 parties, amounting to Rs. 49.27 Lakhs. However, such advances have not been appropriated against the supply of goods within a period of three hundred and sixty-five days from the date of acceptance, which constitutes a contravention of Section 73 of the Companies Act, 2013.

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

• Mr. Robin Chawla, who was serving as Director & CFO, ceased to hold the position of CFO with effect from 14th July, 2025. He, however, continues to serve on the Board as a Non-Executive Director.

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

2024 (having served from 9th August, 2023).

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

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

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

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

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

Both the independent directors resigned due to change in the management and their pre-occupancy. There was no other reason of resignation.

Accordingly, as on 31st March, 2025 and thereafter, the composition of Directors and Key Managerial Personnel is as under:

Sr. No.	|Name of Directors/KMP	Resignation
1.	Mr. Kundan Kumar Mishra	Independent (Additional) Director (w.e.f. 15-07-2025)
2.	Mr. Sneh Chauhan	Independent (Additional) Director (w.e.f. 15-07-2025)
3.	Mr. Anand Mohan Gupta	CFO (w.e.f. 15-07-2025)
4.	Mr. Munish Chawla	Managing Director (w.e.f. 09-08-2023)
5.	Mr. Robin Chawla	Non-executive Director (w.e.f. 09-08-2023) and Director & CFO (w.e.f. 10-112023 to 14-07-2025)
6.	Mrs. Shweta Pankaj Sharma	Company Secretary & Compliance Officer (w.e.f. 10-11-2023)

MEETINGS OF BOARD OF DIRECTORS

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

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

STATUTORY AUDITORS

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

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

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

• Reason: Office relocation to Mumbai.

• Effect on services: Potential delays and logistical constraints.

• Confirmation that no other material reasons exist.

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

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

COST AUDITORS

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

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

INTERNAL AUDITOR

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

SECRETARIAL AUDITORS

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

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

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

BOARD’S COMMENT ON THE INDEPENDENT AUDITORS’ REPORT

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

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

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

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

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

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

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

2. in realization of export proceeds was due to commercial reasons beyond the control of the Company. The management is actively pursuing the matter with the concerned overseas party to ensure realization of the pending export receivables at the earliest.

The Board has directed the management to strengthen its monitoring mechanism to ensure timely realization of export proceeds in future and to seek necessary approvals/extensions from the Authorized Dealer Bank within the stipulated timeframe wherever required, so that such non-compliance does not recur.

Other observations and opinions of the Statutory Auditors in their report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

SHARE CAPITAL

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

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

FRESH ISSUE OF EQUITY SHARES Fresh issue of equity shares:

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

CHANGES IN SHARE CAPITAL

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

The Company’s paid-up capital till June 26, 2024 (i.e Record Date) was Rs. 17,99,15,610/- is divided into 1,79,91,561 equity shares

of Rs. 10/- each fully paid up, and the same was held by the promoters of the Company as well as the public shareholders. All issued and paid-up equity shares of the Company held by the promoters and promoter group on the Record Date shall stand cancelled and extinguished without any further act or deed to be done by the Company. The balance issued and paid-up equity shares held by public shareholders of the Corporate Debtor on the Record Date shall stand reduced to 5,45,000 equity shares of Rs. 10 each aggregating to Rs. 54,50,000/-. All public shareholders holding 100 equity shares of the Company on the Record Date shall be issued 3.52 new equity shares of the Company upon such reduction of share capital of the Company fractional shareholdings of less than 1 equity share shall be rounded off to the nearest higher or lower integer, and the Registrar & Share Transfer Agents of the Company shall have absolute discretion in deciding such rounding off to ensure that the aggregate allotment of new equity shares to the public shareholders of the Company becomes exactly 5,45,000. The Record date mentioned herein shall be the date to be fixed by the Board of Directors of the Company to determine the eligibility of the public shareholders who would be issued new shares consequent upon reduction of their shares in terms of this Plan. The Resolution Applicant (Ten on Ten Rubtech Private Limited) and or its nominees shall be issued

94.55.000 Equity Shares of Rs. 10 each fully paid at par, aggregating to Rs, 9,45,50,000/ as equity capital infusion at par after the remittance of the Resolution Plan amount of Rs. 9,45,50,000/- to the Resolution Professional/Company after approval of the Resolution Plan and as per schedule of payment thereof.

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

94.55.000 new equity shares to be issued to the Resolution Applicant and its nominees shall be listed by the Stock Exchange where the existing equity shares of the Company are presently listed.

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

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

RELATED PARTY TRANSACTIONS

With reference to section 134(2)(h) of the Companies Act, 2013, related party transactions were entered into during the financial year ended March 31, 2025 and all the transactions are on arm’s 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 Company’s website.

The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is http://www.innovativetyres.com/investor_relations/Financials.

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

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

DISCLOSURE OF COMPOSITION OF COMMITTEES

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

The Committees of the Board include the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee, among others as may be required under applicable laws. The composition of each of these Committees is in compliance with the requirements prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Committees meet at regular intervals and report to the Board on matters entrusted to them, thereby supporting effective decision-making and ensuring compliance with statutory and regulatory requirements.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177(1) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the company has re-constituted Audit Committee. Composition of Audit Committee is as follows.

The Audit Committee of the company reconstituted on July 26, 2025 with Two Independent Directors and one Non-Executive Director of the company. All the Directors have good understanding of Finance, Accounts and Law.

Name of Member		Category
Mr. Kundan Kumar Mishra		Chairman to the Committee
Ms. Sneh Chauhan		Member to the Committee
Mr. Munish Chawla		Member to the Committee
Mrs. Shweta Pankaj Sharma, Company Secretary acts	as a Secretary to the committee.

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

a) The Audit Committee is, inter-alia, responsible for overseeing of the Company’s financial reporting process, reviewing the

quarterly/half-yearly/ annual financial statements, reviewing with the management on the financial statements and adequacy of internal audit function, recommending the appointment / re-appointment of statutory auditors and fixation of audit fees along with reviewing and monitoring the auditor’s independence and performance, reviewing the significant internal audit findings / related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operation.

b) The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.

The Committee discussed with the external auditors their audit methodology, audit planning and significant observations / suggestions made by them. The Committee also discussed major issues related to risk management, compliances and review the functioning of Whistle Blower Mechanism and approval of appointment of Chief Financial Officer.

c) In addition, the Committee has discharged such other role/function as envisaged under Regulation 18 read with Part C of Schedule

II of Listing Regulations and the provisions of Section 177(4) of the Act.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

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

Name of Member		Category
Mr. Kundan Kumar Mishra		Chairman to the Committee
Ms. Sneh Cauhan		Member to the Committee
Shweta Pankaj Sharma, Company Secretary acts	as a Secretary to the committee.

The policies of the Company on Directors’ Appointment and Remuneration formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and other matters like remuneration of directors, key managerial

personnel, senior management and other employees. The policy relating to the remuneration of Directors, Key Managerial Personnel and other employees is framed with the object of attracting, retaining and motivating talent which is required to run the Company successfully. There was no change in these policy. The policy is available on the website of the Company at the link: http://www.innovativetyres.com/investor_relations/policies_programme.

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

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

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

• To carry out the evaluation of every Director’s performance.

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

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

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

STAKEHOLDERS GRIEVANCES COMMITTEE

To solve the investor’s grievances, company has constituted Stakeholders/Investor Grievance Committee.

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

Composition of Committee is as follows:
Name of Member	Category
Ms. Sneh Chauhan	Chairperson to the Committee
Mr. Kundan Kumar Mishra	Member to the Committee

VIGIL MECHANISM

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

THE DISCLOSURES PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT’ 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016:

The Disclosure pertaining to remuneration as required under Section 197(12) of the Companies Act’ 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is provided as Annexure - 6.

The information required pursuant to Section 134 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board report and shall be provided to the members upon specific request. In terms of Section 136 of the Act, the report and accounts are being sent to members, excluding the information on emp loyees’ particulars, which is

available for inspection by the members at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing General Meeting. Interested members may write to the Company. No employee is related to any Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

The members may kindly note that, the directors of the company have joined the office from the period started from 09-082023. During the CIRP (i.e. between March 28, 2022 to August 09, 2023), Resolution Professional was entrusted with and responsible for the management of the affairs of the Company. The New (Reconstituted) Board is submitting this report in compliance with the Companies Act, 2013 and Listing Regulations.

Accordingly, pursuant to Section 134(5) of the Act, the New (Reconstituted) Board of Directors, based on the knowledge/ information gained by them, about the affairs of the Company, to the best of their knowledge state that:

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

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

iii. The directors had Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

BOARD EVALUATION

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

The Board and the Nomination & Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of individual director to the board and committee meetings, representation of shareholder’s interest and enhancing shareholders value etc. In addition, Chairman was also evaluated on the key aspects of

his role. Performance evaluation of independent directors were done by the entire board, excluding the independent director being evaluated.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOA.CONSERVATION OF ENERGY

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

1. Steps taken or impact on conservation of energy:

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

• Steam utilization efficiency improvement (Leakage).

• Rationalisation and modification of steam distribution system.

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

• Use of day lights by providing transparent roof sheets.

3. Capital investment on energy conservation equipments: NIL

B. EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

a. Efforts made towards technology absorption:

The Company is exploring technology options for better manufacturing process. Development of R & D Centre during the year is mainly focused for exploring better technologies available in the existing product and new models.

b. Benefits derived like product improvement, cost reduction, product development or import substitution

The company is able to cater its customers through innovation in technology and through product mix Quality improvement

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

Save as otherwise provided in this report, there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations.

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

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

Number of sexual harassment complaints received- Nil

Number of sexual harassment complaints Disposed-off during the year- Nil

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

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

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

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

No material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

There was no change in the nature of business during the year under review.

The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required.

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

ACKNOWLEDGEMENTS

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

---

Mar 31, 2024

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

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

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

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

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

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

FINANCIAL RESULTS

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

(''Rs. in Lakhs)

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

STATEMENT OF COMPANIES AFFAIRS

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

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

DIVIDEND

Considering the loss during the current financial year, your directors unanimously decided not to propose any dividend for the financial
year ended March 31, 2024.

TRANSFER TO RESERVE

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

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company do not have any subsidiaries. Further in case of consolidation of associate concern, the Company is falling within the
exemption of AS-23 hence; there is no need to prepare consolidated financial statement for the financial year 2023-24.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company are listed on the EMERGE platform of National Stock Exchange of India Limited (“NSE”). The
Company had paid Annual Listing fees to the stock exchange for the Financial Year 2024-25. However, in view of Hon''ble NCLT
Order dated 09-08-2023 read with Order dated 04-06-2024, the extinguishment of shares taking place therefore the trading of
the equity shares is temporarily suspended w.e.f. 26-06-2024 vide Circular Ref. No: 1062/2024 dated 19-06-2024.

MATERIAL CHANGES AND COMMITMENT:

There have not been any material changes and commitments affecting the financial position of the Company since the close of
financial year i.e. since 31^st March, 2024.

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

(I) Constitution of New Management: The new management has, w.e.f. August 17, 2023 being the effective date, taken
control of the operations of the Company.

(ii) Reconstitution of the Board of Directors: Consequent to the NCLT Order dated August 09, 2023, all the Directors as of the date of
the order were deemed to have vacated/resigned from their office. New Board was re-constituted on August 09, 2023
consisting of Mr. Munish Chawla, Mr. Robin Chawla and Mr. Ramesh Chander Chawla and simultaneously Woman
Director Mrs.Roshni Chawla and two Independent Directors Mr.Umesh Ved and Ms.Jasmin Doshi also got appointed
on 10^th November 2023 along with the appointment of Mrs.Shweta Sharma, Company Secretary of the Company.

(iii) Implementation of Resolution Plan: The Resolution Plan envisages amongst other things, Reduction in the existing Share
Capital of the Company, Consolidation of the Equity Shares of the Company, fresh issue and allotment of Equity Shares to
the Successful Resolution Applicant. As per the Resolution plan approved by the Hon''ble NCLT vide order dated 09-08¬
2023, there was a mismatch in promoter and public shareholding. In order to correct the same an interlocutory application
was filed before the Hon''ble NCLT and the order of the same was pronounced on dated 4^th June 2024 i.e. after the audit of
annual accounts of the year under review, the effect of the same was not incorporated except the receipt of share application
money from the resolution applicant. The interlocutory application approved by the Hon''ble NCLT on 4-6-24 read with original
order dated 09-08-2023 envisages the cancellation of erstwhile promoter''s equity, reduction of public shareholding and
allotment of new shares to new promoters. The effect of the same has been given on 26-06-2024 being the record date for
the above corporate actions. However, the approval for the above corporate action from stock exchange is awaited.
Therefore, the effect of the said corporate actions by the depositories yet to be given. The quantification of above has been
given in detail at SHARE CAPITAL CLAUSE in this director''s report.

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

Consequent to the full payment made and all compliances done the monitoring committee has also taken note of full
payments made in its concluding meeting held on 8^th August 2024.

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

RISK MANAGEMENT:

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

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

EXTRACT OF ANNUAL RETURN

In accordance with the Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the annual return of the Company as on
March 31, 2024 in the prescribed format is available on the Company’s website. The web-link as required under the Act is as
under:

LINK:https://www.innovativetyres.com/investor relations/announcements/innovativedraftAnnualReturnFY2023-24
SECRETARIAL AUDIT REPORT

In compliance of the provisions of section 204 of the Companies Act, 2013, other applicable provisions of the Act, the Companies
(Appointment and Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held appointed M/s. Swati
Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditor of the company for the F.Y. 2024-25. The Secretarial
Audit Report of Financial year 2023-24 is attached as an Annexure - 1.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
the Management Discussion and Analysis Report is attached as Annexure - 3 to this Annual Report.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

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

INTERNAL FINANCIAL CONTROL SYSTEM

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of following directors:

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

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

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met 6 (six) times i. e. on 06 July 2023, August 22, 2023, two number of meetings on
November 10, 2023, December 04, 2023 and March 06, 2024. Details of Directors presence in each board meeting
is mentioned below:

Name of Directors	Number of Meetings attended / Total Meetings held during the F.Y. 2023-24.
Mr. Mukesh Desai	1/1
Mr. Keyoor Bakshi	0/1
Dr. Mrs. Kalpana Joshipura	0/1
Mr.Munish Chawla	05/05
Mr.Robin Chawla	05/05
Mr.Ramesh Chandar Chawla	05/05
Mrs.Roshni Chawla	04/04
Mr.Umesh Ved	04/04
Ms.Jasmin Doshi	04/04

STATUTORY AUDITORS

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

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

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

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

COST AUDITORS

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

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

INTERNAL AUDITOR:

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

SECRETARIAL AUDITORS

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

Further, Considering the performance of Secretarial Auditor Board of Directors have decided to continue with the same
secretarial Auditor and re-appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditor
to conduct the secretarial audit for the financial year 2024-25 at their meeting held on 30^th May, 2024.

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

The Impact of Audit Qualifications (for audit report with modified opinion) for financial year 2023-24 is attached to this report as
Annexure - 5.

BOARD’S COMMENT ON THE INDEPENDENT AUDITORS’ REPORT

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

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

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

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

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

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

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

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

2) Self-explanatory

3) Self-explanatory

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

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

SHARE CAPITAL

i) The Company’s issued and paid up Share Capital before approval of Resolution plan was ''Rs. 17,99,15,610/- divided into
1,79,91,561 fully paid up Equity shares of ''Rs. 10/- each. As per the approved resolution plan ordered on 09-08-2023 read with
order pronounced on dated 04-06-2024 on the interlocutory application, the Equity Shares held by Public Shareholders i.e public
shareholding was reduced to 5,45,000 equity shares of Rs. 10 each aggregating to Rs. 54,50,000/-. All public shareholders holding
100 Equity Shares of the company on the Record Date were issued 3.52 new Equity Shares of the company and The Resolution
Applicant (i.e new promoter) got issued 94,55,000 Equity Shares of Rs. 10 each fully paid and the shareholding of erstwhile
promoters were cancelled fully. This reorganization of the Equity Share Capital involving, the extinguishment of the Equity
Shareholdings of the Promoter and reduction of equity shareholding of the public shareholders and the Issue of fresh equity shares
to the Resolution Applicant has taken place on record date of 26-06-2024 which is after the approval of Annual Accounts as of now.

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

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

FRESH ISSUE OF EQUITY SHARES

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

CHANGES IN SHARE CAPITAL

As per the order pronounced by the Hon’ble NCLT dated 4^th June 2024 against Interlocutory Application filed by the
Resolution Professional for mismatch in the shareholding of promoter and public in the original order dated August 9,
2023. The Reorganization of the Share Capital will be as under:

The Company’s Paid-Up Capital till 26-06-2024 ( i.e Record Date) was Rs. 17,99,15,610/- is divided into 1,79,91,561 Equity Shares
of Rs. 10/- each fully paid up, and the same was held by the erstwhile promoters of the Company as well as the public shareholders.
All issued and paid-up Equity Shares of the Company held by the Promoters and promoter Group on the Record Date shall stand
cancelled and extinguished without any further act or deed to be done by the Company. The balance issued and paid-up Equity

Shares held by Public Shareholders of the Corporate Debtor on the Record Date shall stand reduced to 5,45,000 equity shares of
Rs. 10 each aggregating to Rs. 54,50,000/-. All public shareholders holding 100 Equity Shares of the Company on the Record Date
shall be issued 3.52 new Equity Shares of the Company upon such reduction of share capital of the Company Fractional
Shareholdings of less than 1 Equity Share shall be rounded off to the nearest higher or lower integer, and the Registrar & Share
Transfer Agents of the Company shall have absolute discretion in deciding such rounding off to ensure that the aggregate allotment
of new Equity Shares to the public shareholders of the Company becomes exactly 5,45,000. The Record date mentioned herein shall
be the date to be fixed by the Board of Directors of the Company to determine the eligibility of the public shareholders who would be
issued new shares consequent upon reduction of their shares in terms of this Plan. The Resolution Applicant (Ten on Ten Rubtech
Private Limited) and or its nominees shall be issued 94,55,000 Equity Shares of Rs. 10 each fully paid at par, aggregating to Rs,
9,45,50,000/ as Equity Capital infusion at par after the remittance of the Resolution Plan amount of Rs. 9,45,50,000/- to the Resolution
Professional/Company after approval of the Resolution Plan and as per schedule of payment thereof.

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

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

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

RELATED PARTY TRANSACTIONS

With reference to section 134(2)(h) of the Companies Act, 2013, related party transactions were entered into during the financial year

ended 31^st March, 2024 and all the Transactions are on Arm’s length basis, Hence disclosure of AOC-2 is not required. The
Board has approved a policy for related party transactions which has been updated on the Company’s website. The web-link as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is
http://www.innovativetyres.com/investor relations/policies programme

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

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

DISCLOSURE OF COMPOSITION OF COMMITTEES

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

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177(1) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its
Powers) Rules, 2013, the company has re-constituted Audit Committee. Composition of Audit Committee is as follows.

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

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

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

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

a) Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial

statement is correct, sufficient and credible;

b) Approval or any subsequent modification of transactions of the Company with related parties;

c) Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

d) Evaluation of internal financial controls and risk management systems;

e) Monitoring the utilization of proceeds of a public issue, rights issue and preferential issue etc. before submitting the same

to Stock Exchanges;

f) Examination of the Financial statements

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR
DUTIES

As per the provisions of Section 178 of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations & Disclosure
Requirement) Regulations, 2015 the Company has been re-constituted its Nomination & Remuneration Committee inducting the
following members w.e.f. 10th November 2023.

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

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

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

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

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

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

• To carry out the evaluation of every Director''s performance.

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

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

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

STAKEHOLDERS GRIEVANCES COMMITTEE

To solve the investor’s grievances, company has constituted Stakeholders/Investor Grievance Committee.

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

Composition of Committee is as follows:

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

VIGIL MECHANISM

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

THE DISCLOSURES PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT’ 2013
READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT
RULES, 2016:

The Disclosure pertaining to remuneration as required under Section 197(12) of the Companies Act'' 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is provided as Annexure - 4.

DIRECTORS RESPONSIBILITY STATEMENT

Members may kindly note that, the Directors of the company have joined the office from the period started from 09-08-2023.
During the CIRP (i.e. between March 28, 2022 to August 09, 2023), Resolution Professional was entrusted with and responsible
for the management of the affairs of the Company. The New (Reconstituted) Board is submitting this report in compliance with
the Companies Act, 2013 and Listing Regulations.

Accordingly, pursuant to Section 134(5) of the Act, the New (Reconstituted) Board of Directors, based on the knowledge/ information
gained by them, about the affairs of the Company, to the best of their knowledge state that:

I. In preparation of the annual accounts for the financial year ended March 31,2024, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures, if any;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of
the loss of the Company for the year ended on that date;

iii. The directors had Proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

iv. The annual financial statements for the financial year ended March 31,2024 have been prepared on “going concern” basis; Internal
financial controls have been laid down to be followed by the Company and such financial controls are adequate and are operating
effectively, and

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

BOARD EVALUATION

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

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

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

A. CONSERVATION OF ENERGY

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

1. Steps taken or impact on conservation of energy:

>Steam utilization efficiency improvement (Leakage).

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

3. Capital investment on energy conservation equipments: NIL

B. EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

a. Efforts made towards technology absorption:

The Company is exploring technology options for better manufacturing process. Development of R & D Centre during the
year is mainly focused for exploring better technologies available in the existing product and new models.

b. Benefits derived like product improvement, cost reduction, product development or import substitution

The company is able to cater its customers through innovation in technology and through product mix Quality improvement

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In lakhs)

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

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

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

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

MATTER LISTED WITH NCLT

An application was filed against Innovative Tyres & Tubes Limited under Section 9 of Insolvency and Bankruptcy Code,
2016 before the Hon’ble NCLT Ahmedabad with a prayer to commence the Corporate Insolvency Resolution Process
(CIRP). The said application for initiation of Corporate Insolvency Resolution Process (CIRP), has been admitted by Hon’ble
National Company Law Tribunal (NCLT), Ahmedabad Bench (Hon’ble NCLT/Hon’ble Adjudicating Authority) vide its order
dated 28th March 2022. Under the IBC proceedings, the powers of the Board were suspended with effect from 28th March,
2022. The NCLT order also provided for a moratorium with effect from 28th March 2022 till the completion of the Corporate
Insolvency Resolution process (CIRP) or until it approves the resolution plan or passes an order for liquidation of the
company, whichever is earlier.

Subsequently the Hon’ ble NCLT, Ahmedabad bench, has passed an Order dated 9th August 2023 approving the
Resolution Plan submitted by M/s Ten on Ten Rubtech Private Limited for revival of the Company, thereby the Company
has come out of the CIRP.

22 INNOVATIVE TYRES & TUBES LIMITED

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

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

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

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

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

No material changes and commitments which could affect the Company’s financial position have occurred between the end
of the financial year of the Company and date of this report.

There was no change in the nature of business during the year under review.

The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not
applicable and hence, the disclosure under Section 197 (14) is not required.

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on
Meetings of the Board of Directors and General Meetings.

ACKNOWLEDGEMENTS

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

FOR THE BOARD OF DIRECTORS
INNOVATIVE TYRES & TUBES LIMITED

Robin Chawla
Director & CFO
(DIN-10277507)

Date:29^th August 2024
Place: Halol

---

Mar 31, 2023

Innovative Tyres & Tubes Limited

Your Board of Directors present the 28^th Annual Report and the Audited Financial Statements for the financial year ended March 31,2023.

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

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

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

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

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

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31,2023 is summarized below:

('' in lakhs)

Particulars	Year ended 31st March 2023	Year ended 31st March 2022
Revenue from Operations	162.44	5,156.99
Other Income	24.39	204.51
Total Revenue	186.83	5,361.50
Total expenses	6,327.67	11,272.53
Profit/(Loss) before taxation and extraordinary items	(6,140.83)	(5,911.03)
Add: Extraordinary items	-	-
Profit /(Loss) before taxation	(6,140.83)	(5,911.03)
Less: tax expense (including adjusted deferred tax)	847.18	17.02
Profit /(Loss) after tax	(5,293.65)	(5,894.01)
EPS (Basic)	(29.42)	(32.76)
EPS (Diluted)	(29.42)	(32.76)

STATEMENT OF COMPANIES AFFAIRS

During the year under review the total turnover from operations was '' 162.44 lakhs as against the last year''s turnover of '' 5156.99 lakhs. The
revenue reduced drastically due to discontinuation of manufacturing operations during CIRP period. During the year, the company recorded a
net loss of '' 5293.65 lakhs as against the previous year''s net loss of '' 5894.01 lakhs.

In accordance with the provisions of the Insolvency and Bankruptcy Code, the Company was admitted to undergo CIRP pursuant to the Order
of the Hon''ble NCLT, Ahmedabad Bench, on March 28, 2022.

The Hon''ble NCLT, Ahmedabad Bench vide its Order dated August 09, 2023 has approved the Resolution Plan submitted by the Successful.
Resolution Applicants. Pursuant to the approval of the Resolution Plan, the new management has taken over the management of the operations
of the Company. It is to be noted that during the CIRP period (i.e. between March 28, 2022 till August 09, 2023), Resolution Professional was
entrusted with and responsible for the management of the affairs of the Company.

DIVIDEND

Considering the loss during the current financial year, your directors unanimously decided not to propose any dividend for the financial year
ended March 31,2023.

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 31^st March, 2023.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company do not have any subsidiaries. Further in case of consolidation of associate concern, the Company is falling within the exemption
of AS-23 hence; there is no need to prepare consolidated financial statement for the financial year 2022-23.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company are listed on the EMERGE platform of National Stock Exchange of India Limited ("NSE"). The Company had
paid Annual Listing fees to the stock exchange for the Financial Year 2023-24.

MATERIAL CHANGES AND COMMITMENT:

There have not been any material changes and commitments affecting the financial position of the Company since the close of financial year

i.e. since 31^st March, 2023 due to the company is not in operations.

Pursuant to the Order dated August 09, 2023 passed by the Hon''ble NCLT, Ahmedabad bench, the following events took place;

(I) Constitution of New Management: The new management has w.e.f. August 17, 2023 being the effective date, taken control of the
operations of the Company.

(ii) Reconstitution of the Board of Directors: Consequent to the NCLT Order dated August 09, 2023, all the Directors as of the date of the order
were deemed to have vacated/resigned from their office. New Board was re-constituted on August 09, 2023 consisting of Mr. Munish
Chawla, Mr. Robin Chawla and Mr. Ramesh Chander Chawla.

(iii) Implementation of Resolution Plan: The Resolution Plan envisages amongst other things, Reduction in the existing Share Capital of the
Company, Consolidation of the Equity Shares of the Company, fresh issue and allotment of Equity Shares to the Resolution Applicants.
Since the order approving the Resolution Plan was passed on August 09, 2023 and the effective date for taking over the management of
the Company by the Resolution Applicants was August 09, 2023, the impact of the Resolution Plan shall be given effect in the half yearly
results of the financial year 2023-24. Further, there is a difference in promoter shareholding as per resolution plan and as on the date of the
NCLT order (dated August 09, 2023) the Monitoring Committee Chairman has filed Interlocutory application before the NCLT, Ahmedabad
for modification so the Reduction in the existing Share Capital of the Company, Consolidation of the Equity Shares of the Company, fresh
issue and allotment of Equity Shares to the Resolution Applicant can take place.

(v) Constitution of Implementation and Monitoring: As provided for in the approved Resolution Plan the Implementation and Monitoring
Committee was constituted on August 16, 2023, comprising of three members viz. the erstwhile Resolution Professional (redesignated as
the Chairperson to the Implementation & Monitoring Committee), one member from Secured Creditors and one member from Resolution
Applicant. The Company being Corporate Debtor is in the process of making payments to the Operational creditors, Financial Creditors,
CIRP Cost, Employee dues as per the Resolution plan approved by the Hon''ble NCLT, Ahmedabad Bench.

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

20 INNOVATIVE TYRES & TUBES LIMITED

RISK MANAGEMENT:

During the year, all the risk related to compliance and activity in relation to Corporate Insolvency Resolution Process has been managed by
Resolution Professional.

The new management of the Company shall review the existing risk management policy and lay down defined risk management mechanism
covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. Management is yet to set up exercises
to be carried out to identify and evaluate, manage and monitor various risk. However, constitution of Risk Management Committee is not
applicable as it is applicable to top 500 listed companies only.

EXTRACT OF ANNUAL RETURN

In accordance with the Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the annual return of the Company as on March 31,2023
in the prescribed format is available on the Company''s website. The web-link as required under the Act is as under:

LINK:https://www.innovativetyres.com/investor relations/announcements/innovativedraftAnnualReturnFY2022-23
SECRETARIAL AUDIT REPORT

In compliance of the provisions of section 204 of the Companies Act, 2013, other applicable provisions of the Act, the Companies (Appointment
and Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on 19^th May, 2022 appointed M/s. Swati Bhatt & Co.,
Practicing Company Secretary, Vadodara as Secretarial Auditor of the company for the F.Y. 2022-23. The Secretarial Audit Report is attached as
Annexure - 1.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Management
Discussion and Analysis Report is attached as Annexure - 3 to this Annual Report.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the financial year 2022-23 in terms of Chapter V of the Companies Act,
2013. However, there are some advances received from the customers against supply of materials which are lying unadjusted over one year.
The delay in supplying of materials was on account discontinuance of manufacturing operations during the CIRP period. Further, the Company
is not having any unpaid or unclaimed deposits at the end of the financial year.

INTERNAL FINANCIAL CONTROL SYSTEM

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of following directors:

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

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

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met 4 (four) times i. e. on May 19, 2022, August 18, 2022, August 31 2022 and November 14 2022.

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. 2022-23.
Mr. Mukesh Desai	04/04
Mr. Keyoor Bakshi	03/04
Dr. Mrs. Kalpana Joshipura	04/04

STATUTORY AUDITORS

The Board of Directors of the Company at their meeting held on 26^th October, 2023 proposed, subject to approval of shareholders, the
appointment of M/s Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W/W100048), as Statutory Auditors of the
Company, to hold office for the balance Period of four years in their second term i.e. from the conclusion of ensuing Annual General Meeting
up to the conclusion of 32^nd Annual General Meeting of the Company. M/s Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No.
103523W/W100048), have given their consent, confirming that their appointment, if made, would be in accordance with the provisions of
Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditor''s Report for financial year 2022-23 contains qualification, reservation. These were because during the financial year 2022-23 the
company was under Corporate Insolvency Resolution Process and Mr. Abhishek Nagori was appointed as the Interim Resolution Professional
("IRP") and subsequently Resolution Professional ("RP") in term of the Insolvency and Bankruptcy Code,2016 ("Code") to manage the affairs of
the Company as per the provisions of the Code.

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

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

COST AUDITORS

The Company has not appointed the Cost Auditor to conduct the Cost Audit for the financial year 2022-23, as per Section 148 of Companies
Act, 2013 due to no production envisaged during the year as the Company was under Corporate Insolvency Resolution Process.

The Company had appointed the Cost Auditor to conduct the Cost Audit for the financial year 2021-22, M/s. V. P. & Associates, Cost &
Management Accountants, Vadodara.

The Cost Audit Report for the financial year 2021-22, issued by M/s. V. P. & Associates, Cost & Management Accountants, Vadodara as prescribed
under Cost Audit Rules was filed with the Ministry of Corporate Affairs after due date on 10^th February, 2023. The Cost Auditors'' Report for the
financial year 2021-22 did not contain any qualifications and reservation or adverse remark.

SECRETARIAL AUDITORS

Board of Directors at their meeting held on 19^th May 2022 appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as
Secretarial Auditor to conduct the secretarial audit for the financial year 2022-23. Secretarial Audit Report for financial year 2022-23 is attached
to this report as Annexure - 1.

INTERNAL AUDITOR:

M/s Khode & Associates, Chartered Accountants, has been appointed as the Internal Auditors of the Company for FY 2023-24 to conduct the
Internal Audit on the basis of detailed Internal Audit Plan.

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

The Impact of Audit Qualifications (for audit report with modified opinion) for financial year 2022-23 is attached to this report as Annexure - 5.

BOARD''S COMMENT ON THE INDEPENDENT AUDITORS'' REPORT

In the Report of the Independent Auditors for the year ended March 31, 2023, forming part of this Annual Report, the Auditors have given
following observations: -

1) Clause (i) (A) of the Annexure 1 to the Independent Auditor''s Report.

2) Clause (5) of the Annexure 1 to the Independent Auditor''s Report.

3) Clause (vi) of the Annexure 1 to the Independent Auditor''s Report.

4) Clause (vii)(a) and(b) and (ix) (a) of the Annexure A to the Independent Auditor''s Report.

5) Clause (xiv) of the Annexure A to the Independent Auditor''s Report.

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

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

2. During the year under review, the Company has not accepted any deposits. However, there are some advances received from the customers
against supply of materials which are lying unadjusted over one year. The delay in supplying of materials is on account of the pandemic
and halting of operations. Subsequent to that the company was in CIRP for the full financial year. Now as per the Hon''ble NCLT order, the
SRA is making payment as per implementation of Resolution Plan.

3. During the year under review the operations were closed and the company was having only limited number of employees during the CIRP
period. However, since the new management has taken charge and will ensure the maintenance in coming period.

4. Due to liquidity issue, the Company has not paid the undisputed statutory dues and the loan liabilities. Other observations and opinions
of the Statutory Auditors in their report are self-explanatory.

5. Due to halting of operations and liquidity issue, the Company could not got done its internal audit.

Other observations and opinions of the Statutory Auditors in their report are self-explanatory and they do not call for any further
explanation as required under section 134 of the Companies Act, 2013.

SHARE CAPITAL

The Company''s issued and paid up Share Capital is '' 17,99,15,610/- divided into 1,79,91,561 fully paid up Equity shares of '' 10/- each. Proposed
Reduction & Consolidation of Equity Shares as per Resolution Plan:

Pursuant to the Resolution Plan approved by the Hon''ble NCLT, Mumbai Bench, vide its Order dated August 09, 2023 the Equity Share Capital of the
Company shall stand reduced from the existing '' 17,99,15,610/- to '' 10,01,00,000/- and the equity shares of the Company shall be consolidated
from the existing into 1,79,91,561 Equity Shares of '' 10/- each to 5,10,000 Equity Shares of '' 10/- each by cancelling promoters shareholding and
the Resolution Applicant and/or its nominees shall be issued 95,00,000 equity shares of ''10/- each aggregating '' 9,50,00,000/- as equity capital
infusion.

The process of restructuring of share capital, as proposed in Approved Resolution Plan, could not be commenced because there is a discrepancy
in number of public and promoter shareholding as on the date of order of the honourable NCLT order and as per the Approved Resolution
plan. The public shareholding has increased by 9,87,000 equity shares and promoter shareholding has decreased by 9,87,000 equity shares.
As on the date of NCLT order approving the Resolution Plan, i.e. 09.08.2023, the equity shares held by Promoters/Associates/Group were
reduced to 25,19,104 equity shares and not 35,06,104 equity shares as stipulated in the Approved Resolution Plan. Further, As on the date of
NCLT order approving the Resolution Plan, i.e. 09.08.2023, the public shareholding was increased to 1,54,72,457 equity shares from 1,44,85,457
equity shares as stipulated in the approved Resolution Plan. In order to make correction in the order dated August 09, 2023, an Interlocutory
Application has been filed with the Honorable NCLT Ahmedabad Bench by the Resolution Professional on 01-November 2023.

FRESH ISSUE OF EQUITY SHARES

Fresh issue of equity shares:

Post reduction of Equity Share Capital and Consolidation of existing Equity Shares, 95,00,000 fresh Equity Shares of the Company will be issued
and allotted to the Resolution Applicants and its affiliates at a price of '' 10/- each.

CHANGES IN SHARE CAPITAL

During the year under review, your company has not issued any shares or shares with different rights, sweat equity shares or employee stock
options.

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

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

RELATED PARTY TRANSACTIONS

With reference to section 134(2)(h) of the Companies Act, 2013, no related party transactions were entered into during the financial year ended
31^st March, 2023 hence disclosure under Form AOC-2 not required. The Board has approved a policy for related party transactions which has
been updated on the Company''s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015 is http://www.innovativetyres.com/investor relations/policies programme

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

(CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee as per provisions of Section 135 of Companies Act, 2013 to
spend in various CSR initiatives as provided under schedule VII of the Companies Act, 2013 and rules made thereunder.

However due to losses suffered, the company has not spent on any CSR activities/projects. However, your Company is enthusiastic to serve the
society at large, which it will do in the coming years.

DISCLOSURE OF COMPOSITION OF COMMITTEE

In view of suspension of all the directors during the CIRP period by virtue of NCLT Order dated March 28, 2022 the committees viz. Audit
Committee, Stakeholders Committee, Nomination and remuneration committee etc. were not functioning.

However, after NCLT order approving Resolution Plan on 09/08/2023, the Resolution Applicant appointed Independent Directors & reconstituted
the committees w.e.f. 10^th November, 2023 as under.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177(1) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules,
2013, the company has re-constituted Audit Committee. Composition of Audit Committee is as follows.

The Audit Committee of the company reconstituted with Two Independent Directors and one Non-Executive Director of the company w.e.f.
10^th November, 2023. All the Directors have good understanding of Finance, Accounts and Law.

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

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

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

a) Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement
is correct, sufficient and credible;

b) Approval or any subsequent modification of transactions of the Company with related parties;

c) Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

d) Evaluation of internal financial controls and risk management systems;

e) Monitoring the utilisation of proceeds of a public issue, rights issue and preferential issue etc. before submitting the same to Stock
Exchanges;

f) Examination of the Financial statements

COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

As per the provisions of Section 178 of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirement)
Regulations, 2015 the Company has re-constituted its Nomination & Remuneration Committee inducting the following members w.e.f. 10th
November 2023.

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

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

The brief contents of Nomination & Remuneration Policy of the Company prepared in accordance with Section 178 of the Companies Act, 201
and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 are provided in Corporate Governance Repor
Minutes of Nomination & Remuneration Committee meeting are reviewed by the Board of directors.

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

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

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

• To carry out the evaluation of every Director''s performance.

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

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

To solve the investor''s grievances, company has re-constituted Stakeholders/Investor Grievance Committee w.e.f. 10^th November, 2023.

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

Composition of Committee is as follows:

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

Familiarization Programme: All the Independent Directors were suspended during the Financial Year 2022-2023 So, familiarisation
programme was not conducted.

VIGIL MECHANISM

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

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 - 4.

DIRECTORS RESPONSIBILITY STATEMENT

Members may kindly note that, the Directors of the Reconstituted Board were not in office for the period to which this report primarily
pertains. During the CIRP (i.e. between March 28, 2022 to August 09, 2023), Resolution Professional was entrusted with and responsible for
the management of the affairs of the Company. The Reconstituted Board is submitting this report in compliance with the Companies Act,
2013 and Listing Regulations and the Directors, as on date, are not to be considered responsible to discharge fiduciary duties with respect
to the oversight on financial and operational health of the Company and performance of the management for the period under review. The
Reconstituted Board of Directors have been appointed only since August 09, 2023.

Consequently, the Reconstituted Board has only a limited overview of the effectiveness of the internal financial and other controls of the
Company for the financial year 2022-23.

Accordingly, pursuant to Section 134(5) of the Act, the Reconstituted Board of Directors, based on the knowledge/ information gained by them,
about the affairs of the Company, in a limited period of time and based on understanding of the then existing processes of the Company and
to the best of their knowledge state that:

I. In preparation of the annual accounts for the financial year ended March 31,2023, the applicable Accounting Standards had been followed

along with proper explanation relating to material departures, if any;

ii. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the loss of the Company for the
year ended on that date;

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

iv. The annual financial statements for the financial year ended March 31,2021have been prepared on a''going concern''basis; Internal financial
controls have been laid down to be followed by the Company and such financial controls are adequate and are operating effectively, and

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

BOARD EVALUATION

In view of suspension of all the directors during the CIRP period by virtue of NCLT Order dated March 28, 2022 the Board Evaluation was not
held during the year under review.

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

A. CONSERVATION OF ENERGY

B. EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review no operations took place.

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

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

MATTER LISTED WITH NCLT

An application was filed against Innovative Tyres & Tubes Limited under Section 9 of Insolvency and Bankruptcy Code, 2016 before the
Hon''ble NCLT Ahmedabad with a prayer to commence the Corporate Insolvency Resolution Process (CIRP). The said application for initiation
of Corporate Insolvency Resolution Process (CIRP), has been admitted by Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Bench
(Hon''ble NCLT/Hon''ble Adjudicating Authority) vide its order dated 28^th March 2022. Under the IBC proceedings, the powers of the Board
were suspended with effect from 28^th March, 2022. The NCLT order also provided for a moratorium with effect from 28^th March 2022 till the
completion of the Corporate Insolvency Resolution process (CIRP) or until it approves the resolution plan or passes an order for liquidation of
the company, whichever is earlier.

Subsequently the Hon'' ble NCLT, Ahmedabad bench, has passed an Order dated 9^th August 2023 approving the Resolution Plan submitted by
M/s Ten on Ten Rubtech Private Limited for revival of the Company, thereby the Company has come out of the CIRP

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

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

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) 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.

b) No material changes and commitments which could affect the Company''s financial position have occurred between the end of the
financial year of the Company and date of this report.

c) There was no change in the nature of business during the year under review.

d) 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.

e) The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the
Board of Directors and General Meetings.

ACKNOWLEDGEMENTS

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

FOR THE BOARD OF DIRECTORS
INNOVATIVE TYRES & TUBES LIMITED

Munish Chawla

Date: 4^th December 2023 Director

Place: Halol (DIN: 06454015)

---

Mar 31, 2018

The directors have pleasure in presenting their 23^rd Annual Report together with the audited financial statements of the company for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2018 is summarized below:

(Rs in Lakhs)

Particulars	Year ended 31st March 2018	Year ended 31st March 2017
Revenue from Operations	13,950.35	13,083.69
Other Income	58.79	170.23
Total Revenue	14,009.14	13,253.92
Total expenses	13,385.22	12,635.79
Profit before taxation and extraordinary items	623.92	618.13
Add: Extraordinary items	-	-
Profit before taxation	623.92	618.13
Less: tax expense (including adjusted deferred tax)	184.08	129.60
Profit after tax	439.84	488.53

STATEMENT OF COMPANIES AFFAIRS

- Total Revenue:

During the year under review, total revenue of the company has increased by 5.70% as compared to previous financial year.

The Company has reported total revenue of Rs. 14,009.14 lakhs for the financial year 2017-18 as compared to Rs. 13,253.92 lakhs for the previous financial year.

- Total expenses

During the year under review, total expenses of the company has increased by 5.93% as compared to previous financial year mainly on account of increase in cost of raw materials, employee benefit expenses and depreciation expense during current financial year.

- Net Profit

During the year under review, Profit before tax has increased from Rs. 618.13 lakhs to Rs. 623.92 Lakhs as compared to previous financial year. However, Net Profit after tax has marginally decreased on account of tax implications during current financial year.

DIVIDEND

Considering the better opportunity in increasing the market shares the Company needs to expand its’ existing facilities in quantum and in quality and considering strengthening the existing net worth and future wealth of the Company and of its’ Shareholders, your Directors unanimously decided to plough back the profit of the company as a resources for its activities and expansion thereof, do not propose any dividend for the financial year ended March 31, 2018.

TRANSFER TO RESERVE

During the year under review, the Company has not proposed any amount to be transferred to General Reserve out of the Net Profits of the Company for the financial year ended 31^st March, 2018.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company do not have any subsidiaries hence there is no need to prepare consolidated financial statement for the financial year 2017-18.

LISTING WITH STOCK EXCHANGE

Your Board is pleased to inform that the Company has successfully completed the Initial Public Offer (IPO) and equity shares of the Company were listed on EMERGE platform of National Stock Exchange of India Limited (“NSE”) with effect from 5^th October, 2017. The Initial Public Offering (IPO) of Company comprised of a fresh issue of 62,97,000 equity shares at a price of Rs. 45/- per equity share (inclusive of premium of Rs. 35/- per share.)

Consequently Paid up share capital of the Company increased from Rs 11,69,45,610/- to Rs 17,99,15,610/- after making allotment of fresh issue of shares.

Issue Details:

- Issue Open: From Sep 22, 2017 - To Sep 26, 2017

- Issue Type: Book Built Issue IPO

- Issue Size: 62,97,000 Equity Shares aggregating up to Rs 2,833.65 Lakhs

- Face Value: Rs 10/- per Equity Share

- Premium: Rs 35/- per Equity Share

- Price Band: Rs 42/- to Rs. 45/- per Equity Share

- Market Lot for application: in multiple of 3000 Equity Shares

Share Issue Expenses

The Company has incurred expenses of Rs 232.08 Lakhs relating to fresh issue of equity shares which has been adjusted to securities premium account in terms of Section 52 of the Companies Act, 2013.

Details of utilization of IPO proceeds

(Rs in Lakhs)

Sr. No.	Particulars	Amount to be utilized	Actual Amount utilized as on 31.03.2018
1.	Expansion of existing facility	1,700.00	869.50
2.	Long term working capital Requirements	400.00	-
3.	General Corporate Purposes	483.65	483.65
4.	IPO Expenses#	250.00	232.08
Total		2,833.65	1,585.23

# Amount for IPO expenses pending utilization has been reserved for future use based on requirement.

MATERIAL CHANGES AND COMMITMENT:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

RISK MANAGEMENT:

A key factor in determining a Company’s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Our Company is mainly in manufacturing and supply of tubes and tyres. Many risks exist in a company’s operating environment and they emerge on a regular basis. The Company’s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company has laid down a risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non -business risks. In our company, audit committee has an additional oversight in the area of financial risks and its controls. Other major operational risks are being identified by the management of the Company from time to time. However, constitution of Risk Management Committee is not applicable as it is applicable to top 100 listed companies only.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014, in Form No. MGT-9, for the financial year ending 31st March, 2018 is attached as Annexure 1.

SECRETARIAL AUDIT REPORT

In compliance of the provisions of section 204 of the Companies Act, 2013, other applicable provisions of the and, the Companies (Appointment and Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on 25th January, 2018 appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditors of the company for the F.Y. 2017-18. The Secretarial Audit Report is attached as Annexure - 2. The Secretarial Audit Report does not contain any qualifications or adverse remarks.

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Discussion and Analysis Report is attached as Management Annexure - 4 to this Annual Report.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the financial year 2017-18 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any unpaid or unclaimed deposits at the end of the financial year ending 31^st March 2018.

INTERNAL FINANCIAL CONTROL SYSTEM

According to section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Your Company has appointed Chief Financial Officer with effect from 10^th February, 2017 to focus on review of business processes and suggest improvements as applicable. Independence of the audit and compliance is ensured by direct reporting to the Audit Committee of the Board by the internal auditor.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of following six directors:

Sr. No.	Name of Directors/KMP	Designation
1.	Mr. Mukesh Desai	Chairman & Managing Director
2.	Mr. Nitin Mankad	Whole time Director
3.	Mr. Pradeep Kothari	Whole time Director
4.	Mr. Keyoor Bakshi	Independent Director
5.	Mr. Kalyanaraman Ganesan	Independent Director
6.	Dr. Mrs. Kalpana Joshipura	Independent Director

During the year under review, Mr. Mukesh Desai was designated as Chairman and Managing Director w.e.f. 1^st April, 2017.

Mr. Pradeep Kothari and Mr. Nitin Mankad were designated as Whole time Director w.e.f. 1^st April, 2017.

Dr. Mrs. Kalpana Joshipura was appointed as additional director w.e.f. 15^th June, 2017 up to the conclusion of ensuing Annual General Meeting. Subsequently, she was appointed as Independent Director for the term of three consecutive years by the members of the company at their Annual General Meeting held on 10^th July, 2017.

Mr. Keyoor Bakshi and Mr. Kalyanaraman Ganesan were re-appointed as Independent Director for second term of five consecutive years by Board at their meeting held on 5^th May, 2018 subject to approval of members at their ensuing Annual General Meeting.

Pursuant to sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the executive directors are liable to retire by rotation, and if eligible offer themselves for re-appointment. In this Annual General Meeting, Mr. Nitin Mankad, whole time Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment. Details of Mr. Nitin Mankad as required under Secretarial Standards on General Meeting and Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is annexed to the notice of AGM of the company.

The Key Managerial Personnel (KMP) in the Company as per section 2(51) read with Section 203 of the Companies Act, 2013 are as follows:

Sr. No.	Name of Directors/KMP	Designation
1.	Mr. Mukesh Desai	Chairman & Managing Director
2.	Mr. Nitin Mankad	Whole time Director
3.	Mr. Pradeep Kothari	Whole time Director
4.	Mr. Arvind Tambi	Chief Financial Officer
5.	Ms. Sejal Desai	Company Secretary & Compliance Officer (upto 4th Aug., 2018)

Mr. Mukesh Desai was appointed as Managing Director of your Company w.e.f. 21^st November, 2016. He was further designated as Chairman and Managing Director w.e.f. 1^st April, 2017.

During the year under review, Mr. Pradeep Kothari and Mr. Nitin Mankad were appointed as Whole time Director w.e.f. 1^st April, 2017.

Mr. Arvind Tambi was appointed as Chief Financial Officer of our Company w.e.f. 10^th February, 2017. He has been re-designated as Chief Financial Officer and Company Secretary w.e.f 5^th Aug 2018.

Ms. Sejal Desai was appointed as Company Secretary of our Company w.e.f. 1^st July, 2016 further designated as Compliance Officer w.e.f. 1^st April, 2017 has worked till 4^th Aug., 2018.

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met 11 (Eleven) times i.e. on April 01, 2017, May 25, 2017, June 15, 2017, July 10, 2017, August 7, 2017, August 31, 2017, September 7, 2017, September 14, 2017, September 27, 2017 October 03, 2017, and January 25, 2018. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

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.2017-2018.
Mr. Mukesh Desai	11/11
Mr. Nitin Mankad	11/11
Mr. Pradeep Kothari	11/11
Mr. Keyoor Bakshi	11/11
Mr. Kalyanaraman Ganesan	11/11
Dr. Mrs. Kalpana Joshipura	09/09*

*Dr. Mrs. Kalpana Joshipura was appointed as additional director w.e.f. 15th June, 2017.

Pursuant to the requirement of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate meeting of Independent Directors of the company was held on 25th January, 2018.

DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT, IF ANY

During the year under review, all the Independent Directors have given their declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. In the opinion of Board, they fulfill the requirement of independence as specified in the Companies Act, 2013 and rules made thereunder. All the independent Directors have given their statement of independence as on beginning of every financial year.

STATUTORY AUDITORS

The members of the company, at their Annual General Meeting held on 10^th July, 2017, have appointed M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara having Firm Registration Number - 129572W as Statutory Auditors of the Company to conduct the audit for 5 (five) financial years subject to ratification at every Annual General Meeting at such remuneration as may be decided by the Audit Committee and Statutory Auditors mutually.

COST AUDITORS

The Audit Committee of the Company at its meeting held on 5th May, 2018 has recommended to the Board of Directors for appointment and fixing of remuneration of M/s. V. P. & Associates, Cost Accountants, Vadodara for audit of cost records of the Company for the financial year 2018-19. The Board of Directors of the company at their meeting held on 5th May, 2018 appointed M/s. V. P. & Associates, Cost Accountants, Vadodara as cost auditors subject to ratification of the remuneration by the members of the Company at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2016-17, issued by M/s. V. P. & Associates, Cost Accountants, Vadodara as prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs within due date. The Co st Auditors’ Report for the financial year 2016-17 did not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Board of Directors at their meeting held on 5th May, 2018 re-appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditor to conduct the secretarial audit for the financial year 2018-19.

BOARD’S COMMENT ON THE AUDITORS’ REPORT

The notes referred to in the Auditors’ Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

CHANGES IN SHARE CAPITAL

During the year under review, following changes took place in the share capital of the Company:

Conversion of Preference shares into equity shares of the Company

The members of the company at their extraordinary general meeting held on 25th May, 2017 approved conversion of 73,55,000 preference shares into 21,01,424 equity shares at a price of Rs. 35/- per equity share.

Allotment of equity shares:

The Company has allotted 62, 97,000 equity shares by way of Initial Public Offer (IPO).

Consequently, as on 31^st March, 2018, the authorized share capital of the company is Rs 19,00,00,000/- divided into 1,90,00,000 equity shares of Rs 10/- each and paid up share capital is Rs 17, 99, 15,610/- divided into 1,79,91,561 equity shares of Rs10/- each.

During the year under review, company has not issued any shares with different rights, sweat equity shares or employee stock options.

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

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

RELATED PARTY TRANSACTIONS

With reference to section 134(2)(h) of the Companies Act, 2013, all related party transactions that were entered into during the financial year ended 31st March, 2018 were on an arm’s length basis and in the ordinary course of business, hence disclosure under Form AOC-2 is not required. Details of related party transactions made during the year are attached to the notes to the balance sheet. The Board has approved a policy for related party transactions which is available on the Company’s website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is http://www.innovativetyres.com/investor_relations/policies_programme

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

As per provisions of Section 135 of the Companies Act, 2013, provisions for CSR is applicable to every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year.

Your Company has earned Net profit before tax exceeding Rs 5 crores during the previous financial year, therefore CSR provisions are applicable to your Company for the financial year 2017-18 and accordingly Board of Directors have constituted CSR Committee at their meeting held on 3rd October, 2017 comprising of following members:

Name of Member	Category
Dr. Mrs. Kalpana Joshipura	Chairperson to the Committee
Mr. Mukesh Desai	Member to the Committee
Mr. Pradeep Kothari	Member to the Committee

On recommendation of Corporate Social Responsibility Committee, the Board has formulated Corporate Social Responsibility Policy and adopted the same. The detailed CSR policy of the Company is available on the website of the Company www.innovativetyres.com. During the year under review, CSR Committee met on 25^thJanuary, 2018. Details of CSR activities undertaken during the current financial year are detailed in Annexure - 5 to this report.

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 formulated Audit Committee. Composition of Audit Committee is as follows.

Name of Member	Category
Mr. Keyoor Bakshi	Chairman to the Committee
Mr. Kalyanaraman Ganesan	Member to the Committee
Mr. Mukesh Desai	Member to the Committee

During the year under review, members of the audit committee met on 25^th May, 2017 and 25^th January, 2018. Chairman of Audit Committee was present in the Annual General Meeting held during current financial year on 10^th July, 2017.

VIGIL MECHANISM

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

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

As per the provisions of Section 178 of the Companies Act, 2013, the Company has re-constituted its Nomination & Remuneration Committee with following members’ w.e.f. 15^th June, 2017.

Name of Member	Category
Dr. Mrs. Kalpana Joshipura	Chairperson
Mr. Keyoor Bakshi	Member
Mr. Kalyanaraman Ganesan	Member

The brief contents of Nomination & Remuneration Policy of the Company prepared in accordance with Section 178 of the Companie s Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 are provided in Corporate Governance Report.

Nomination & Remuneration Committee met on 5^th May, 2018 to evaluate performance of individual directors for the FY 2017-18 and to evaluate the performance of Mr. Keyoor Bakshi and Mr. Kalyanaraman Ganesan for their continuation of term as independent director.

STAKEHOLDERS GRIEVANCES COMMITTEE

To resolve the investor’s grievances, company has formulated Stakeholders/Investor Grievance Committee w.e.f. 1 5^th June, 2017. Composition of the Committee is as follows:

Name of Member	Category
Dr. Mrs. Kalpana Joshipura	Chairperson
Mr. Mukesh Desai	Member
Mr. Pradeep Kothari	Member

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

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 attached as Annexure - 6.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (C) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

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 and loss 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;

e) 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;

f) The directors have laid down internal financial controls to be followed by the company and such internal financial controls a re adequate and operating efficiently.

BOARD EVALUATION

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

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

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

A. CONSERVATION OF ENERGY

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

1. Following jobs were carried out during the year for conservation of energy :

- In house training and awareness programmes.

- Installation of Energy meters at the TBM m/cs.

- Recovery of process discharged water which was otherwise being disposed off to surface drain.

- Recovery of Hot Water Return directly to the Hot Water Generator resulting to reduction of running time of the Hot Water Generator Make-up Pump.

- Installation of Pressure Regulating Control Valve at E-line HP steam header.

- Correction of the APH of 10 TPH boiler to prevent mixing of combustion air and flue gas resulting to stoppage of the 2nd FD Fan at 10 TPH boiler.

- Rationalisation and modification of steam distribution system resulting to reduction of 01 set of steam header including related pipe fittings and valves.

- Use of LED flood lights at RMS Store.

- Upgradation of 10 TPH boiler operations resulting to reduction in running time of the 05 TPH boiler.

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

- Use of day lights by providing transparent roof sheets.

- Use of Solar Power - 1st Phase of 240 KW is installed and commissioned.

- Use of Bio-mass fuel in the coal fired process boiler.

3. Capital investment on energy conservation equipments : NIL

B. EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

a. Efforts made towards technology absorption:

The Company is exploring technology options for better manufacturing process. Development of R & D Centre is mainly focused for exploring better technologies available in the existing product and new models.

b. Benefits derived like product improvement, cost reduction, product development or import substitution

The company is able to cater its customers through innovation in technology and through product mix

c. Information regarding technology imported, during the last 3 years:

The Company has not imported technology. However, it has made indigenized technological development by in-house developing and installing carbon bulk handling system, Chemical ingredient weighing Machine, Four Roll Calendar Equipment, OTR band building machine, band Inserter introduced on Truck Tyre Building Machine and Hot water curing Machine installed for better performance of product.

d. Expenditure incurred on Research and Development - Rs. 37.05 lakhs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs in Lakhs)

Particulars	2017-18	2016-17
Total foreign exchange outgo	1330.65	2984.26
Total foreign exchange inflow	6,062.40	3,951.98

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

No significant and material order has been passed by regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

UPGRADATION IN CREDIT RATING:

Your directors are pleased to inform you that during the year under review, the credit Rating Agency, M/s India Rating & Research has improved the credit rating from “B-“ to “BB ” with “Stable” outlook.

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

The Company is committed to provide a safe and conducive work environment to its women employees, during the year under review.

ACKNOWLEDGEMENTS

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

FOR THE BOARD OF DIRECTORS

INNOVATIVE TYRES & TUBES LIMITED

Mukesh Desai

Date : 4^th August 2018 Chairman & Managing Director

Place : Halol (DIN: 00089598)