Tinna Rubber And Infrastructure Limited has announced the voluntary winding up and dissolution of its wholly owned subsidiary Tinna Rubber B.V., based in Amsterdam, Netherlands. The subsidiary officially ceased to exist on February 28, 2025, following completion of liquidation proceedings.

Subsidiary Dissolution Details

The company informed stock exchanges on March 31, 2026, that Tinna Rubber B.V., a non-operational overseas wholly owned subsidiary, has undergone voluntary winding up and dissolution. The subsidiary was domiciled in Amsterdam, Netherlands, but its operations could not be commenced since inception.

Financial Impact

The dissolution had no material financial impact on the parent company as the subsidiary remained non-operational throughout its existence. According to the regulatory filing, the subsidiary's financial contribution was minimal.

Regulatory Compliance

The company has fulfilled all regulatory requirements under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The dissolution was completed pursuant to a certificate of liquidation received from the Business Register extract Netherlands Chamber of Commerce.

The regulatory authorities registered on August 07, 2025, that the dissolved legal entity ceased to exist from February 28, 2025. Since no investment was made in the subsidiary and it remained non-operational, no sale consideration was involved in the dissolution process.

Corporate Structure Impact

The dissolution represents a streamlining of Tinna Rubber And Infrastructure Limited's corporate structure by eliminating a non-contributing subsidiary. The company has notified both BSE Limited and National Stock Exchange of India Limited about this corporate action as required under applicable regulations.

Tinna Rubber And Infrastructure Limited has completed a significant internal restructuring within its promoter group through an off-market transfer of equity shares to a family trust. The company disclosed the completion of the transfer of 54,04,730 equity shares, representing 30.00% of the company's total shareholding, from promoter Bhupinder Kumar Sekhri to Sekhri Family Annuity Trust on March 26, 2026.

Regulatory Compliance and Documentation

The share transfer was executed as an inter-se transfer between promoter and promoter group entities without any monetary consideration under SEBI exemption order WTM/KCV/CFD/27/2025-26 dated March 24, 2026. The exemption was granted under Section 11(1) and Section 11(2)(h) read with Section 11(5) of SEBI SAST Regulations, allowing the transaction without triggering open offer obligations.

The company filed comprehensive disclosures under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and the acquirer and transferor filed required disclosures under Regulations 29(1) and 29(2) of SEBI SAST Regulations with both BSE and NSE.

Shareholding Pattern Changes

The transfer resulted in a redistribution of shareholding within the promoter group while maintaining the overall promoter and public shareholding percentages. The transaction represents an internal family succession planning exercise without affecting public shareholders' interests.

SEBI Exemption Framework and Trust Structure

The transaction was approved under SEBI's exemption framework for family trust transfers, which allows internal reorganization within promoter families. The Sekhri Family Annuity Trust, established under the Indian Trusts Act, 1882, is an irrevocable discretionary private trust with family members as trustees and beneficiaries.

The SEBI exemption order confirms that the transaction represents an internal family succession planning exercise, with the trust's beneficiaries including family members and lineal descendants of the transferor, ensuring the transaction remains within the promoter family ecosystem.

Company Capital Structure and Compliance

Tinna Rubber And Infrastructure Limited's equity share capital remains unchanged at ₹18,01,57,570, consisting of 1,80,15,757 equity shares of ₹10 each. The company's shares continue to be listed on both BSE Limited and National Stock Exchange of India Limited.

The exemption was granted considering that the transaction does not affect public shareholders' interests or change the effective control structure of the company. The trust has confirmed compliance with all conditions outlined in Chapter 8 of the SEBI Master Circular for family trust exemptions, including annual compliance certification requirements and disclosure obligations.