The Board of Directors of the Company have great pleasure in presenting the 7th Board's
Report of the Company together with Audited Financial Results for the year ended March
31, 2025. This report states compliance as per the requirements of the Companies Act, 2013
(“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and
other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31,2025 is
summarized as follows:

(Amount in lakhs)

2. BUSINESS AND FINANCIAL
PERFORMANCE OVERVIEW:

BUSINESS OVERVIEW:

Your Company is engaged in the
manufacturing of rubber tubes for bicycles,
two and three wheelers, passenger vehicles
and heavy load industrial vehicles. We also
deal in ancillary products like Off-the-Road
(OTR) Tyre tubes and Animal Driven Vehicle
(ADV) Tubes, Engine Oil and Grease on
white labelling bases. Further, we have
recently started selling bicycle tyres which
we get manufactured on job work basis,
depending upon the market demands. We
sell rubber tubes, bicycle tyres and ancillary
products under the brand names. We sell
our products in domestic as well as
international markets. In order to capture
more market share we are developing
alternate brand.

The production facility with installed
capacity of manufacturing 7,00,000 Tube
per Month, located at Nandasan near
Ahmedabad, Gujarat. The Company's
distribution network is spread across 19
states, namely, Andhra Pradesh, Assam,
Bihar, Chhattisgarh, Delhi, Gujarat,
Haryana, Jharkhand, Karnataka, Kerala,
Madhya Pradesh, Maharashtra, Punjab,
Rajasthan, Tamil Nadu, Telangana, Uttar
Pradesh, Uttarakhand, West Bengal. We
also have presence in 5 countries namely
United States of America, Turkey, Romania,
United Arab Amirates and Colombia.
Further we have and 7 international

distributors for sale of rubber tubes and
tyres.

The Core business divided in the following
categories:

a) Manufacturing of rubber tubes for
bicycles, two and three wheelers,
passenger vehicles and heavy load
industrial vehicles and sale of ancillary
products like Off-the-Road (OTR) Tyre tubes
and Animal Driven Vehicle (ADV) Tubes,
Engine Oil and Grease on white labelling
bases; and

b) Trading of Tyres through exclusive
distributorship of Maxxis Rubbers Private
Limited for sale of tyres in Tur key.

FINANCIAL PERFORMANCE OVERVIEW:

During the year under review, the Company
has earned a total revenue of Rs. 5,725.88
Lakhs for the year ended March 31, 2025 as
against Rs. 5,036.82 Lakhs in the previous
financial year.

The Company has recorded a profit (PBT) of
Rs. 446.25 Lakhs for the year ended March
31, 2025 as compared to Rs. 306.68 Lakhs in
the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year
ended March 31, 2025 stood at Rs. 333.81
Lakhs as compared to Rs. 237.28 Lakhs in
the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of directors of the company did
not recommended dividend for the
financial year 2024-25.

Whole of the Net Profit earned has been
transferred to the reserves for the year
under review.

4. MATERIAL CHANGES AND COMMITM¬
ENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENT
RELATE AND THE DATE OF THIS REPORT:

No material changes and commitments
except mentioned in this Annual Report
has been made between the end of the
financial year of the company to which the
financial statement relate and the date of
this report.

5. DEPOSITS:

The Company has neither accepted nor
renewed any deposits falling within the
purview of Section 73 of the Companies
Act, 2013 read with Companies
(Acceptance of Deposits) Rules 2014 as
amended from time to time, during the
year under review.

6. CHANGE IN THE NATURE OF
BUSINESS:

There has been no change in the Business
of the Company during the financial year
ended March 31, 2025.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL:

The Authorized Share Capital of the
Company as on March 31, 2025 was Rs
12,51,00,000/- divided into 1,25,10,000 shares
of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL:

The paid-up Equity Share Capital as on
March 31, 2025 was Rs. 12,25,10,000/- divided
into 1,22,51,000 Shares of Rs. 10/- each.

CHANGES IN SHARE CAPITAL:

There is no change in share capital of the
company during this financial year.

8. DISCLOSURES RELATING TO HOLDING,
SUBSIDIARY, ASSOCIATE COMPANY, AND
JOINT VENTURES:

As on March 31, 2025 the Company has one
Subsidiary Company. There are no
associates or joint venture companies
within the meaning of Section 2(6) of the
Companies Act, 2013 (“the Act”).

*Autobots Trading FZC, a Foreign subsidiary company of the Company has been
incorporated on May 15, 2024 at United Arab Emirates. The main object of the incorporated
company is Trading of tubes, tyres & engine oils, Automobile Accessories & other products.
is yet to start its business activities.

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014 a statement containing salient features of the financial statement of
subsidiaries or associate companies or Joint ventures in Form AOC- 1 is annexed and
marked as Annexure-A.

9. LISTING OF SHARES:

The Company's shares are listed on NSE EMERGE platform with ISIN INE0MO401019.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the
Company as on March 31, 2025 were as follows:

11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the
Company has received individual declarations from all the Independent Directors
confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the
Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent
Directors prescribed in Schedule IV of the Act. In view of the available time limit, those
Independent Director who are required to undertake the online proficiency self-

-assessment test as contemplated under
Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014,
had committed to perform the test within
time limit stipulated under the act. The
Company has received declarations from all
Independent Directors of the Company
confirming that they continue to meet the
criteria of Independence as prescribed under
Section 149 of the Companies Act 2013.

12. BOARD AND COMMITTEE MEETING:

Number of Board Meetings:

The Board of Directors met 9 times during
the financial year ended March 31, 2025 in
accordance with the provisions of the
Companies Act, 2013 and rules made there
under. The intervening gap between two
Board Meeting was within the period
prescribed under the Companies Act, 2013
and as per Secretarial Standard-1. The
prescribed quorum was presented for all the
Meetings and Directors of the Company
actively participated in the meetings and
contributed valuable inputs on the matters
brought before the Board of Directors from
time to time.

13. COMMITTEES OF THE BOARD:

The Company has three committees viz;
Audit Committee, Nomination and
Remuneration Committee, Stakeholders
Relationship Committee which has been
established as a part of the better Corporate
Governance practices and is in compliance

with the requirements of the relevant
provisions of applicable laws and statutes.

I. Audit Committee:

Due to resignation of Ms. Amita Chhagan
bhai Pragada, Ms. Himaben Janakkumar
Patel & Ms. Pratima Singh the board of
directors at their meeting held on 06/03/2025
reconstituted the Audit Committee.

The Audit Committee of the Company is
constituted under the provisions of section
177 of the Companies Act, 2013.

* Ms. Amita Chhaganbhai Pragada resigned
on 01/03/2025, Ms. Pratima Singh resigned on
03/03/2025 and Ms. Himaben Janakkumar
Patel resigned on 03/04/2025. Further, Mr.
Dhaval Bipinbhai Mashru & Mr. Manishkumar
Arvindji Vihol appointed on 06/03/2025.

All the recommendation made by the Audit
Committee in the financial year 2024-25 was
approved by the Board.

Due to resignation of Ms. Amita Chhaganbhai
Pragada, Ms. Himaben Janakkumar Patel &
Ms. Pratima Singh the board of directors at
their meeting held on 06/03/2025 &
03/04/2025 reconstituted the Nomination &
Remuneration Committee.

The Nomination & Remuneration Committee
of the Company is constituted under the
provisions of section 177 of the Companies
Act, 2013.

* Ms. Amita Chhaganbhai Pragada resigned
on 01/03/2025, Ms. Pratima Singh resigned on
03/03/2025 and Ms. Himaben Janakkumar
Patel resigned on 03/04/2025 and. Further,
Mr. Dhaval Bipinbhai Mashru & Mr.
Manishkumar Arvindji Vihol appointed on
06/03/2025 and Mrs. Kenaben Parichay
kumar Patel appointed on 03/04/2025.

The Nomination & Remuneration Committee
members met 2 time during the year for
conducting the Meeting.

III. Stakeholder Relationship Committee:

Due to resignation of Ms. Amita
Chhaganbhai Pragada, Ms. Himaben
Janakkumar Patel & Ms. Pratima Singh the
board of directors at their meeting held on
06/03/2025 reconstituted the Stakeholder
Relationship Committee.

Composition of the Committee:

* Ms. Amita Chhaganbhai Pragada resigned
on 01/03/2025, Ms. Pratima Singh resigned on
03/03/2025 and Ms. Himaben Janakkumar
Patel resigned on 03/04/2025 and. Further,
Mr. Dhaval Bipinbhai Mashru & Mr. Manish
kumar Arvindji Vihol appointed on
06/03/2025.

The Stakeholder Relationship Committee
members met 4 times during the year for
conducting the Meeting.

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

The provisions of Section 135 of the
Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules,
2014 are not applicable to the Company on
the basis of Audited Financial Result as on
31st March, 2025.

15. NOMINATION AND REMUNERATION
POLICY:

The Company believes that building a diverse
and inclusive culture is integral to its success.
A diverse Board, among others, will enhance
the quality of decisions by utilizing different
skills, qualifications, professional experience,
and knowledge of the Board members
necessary for achieving sustainable and
balanced development. In terms of SEBI
Listing Regulations and Act, the Company
has in place Nomination & Remuneration
Policy.

The said policy of the Company, inter alia,
provides that the Nomination and
Remuneration Committee shall formulate
the criteria for appointment of Executive,
Non-Executive and Independent Directors
on the Board of Directors of the Company
and persons in the Senior Management of
the Company, their remuneration including
determination of qualifications, positive
attributes, independence of directors and
other matters as provided under sub-section
(3) of Section 178 of the Act (including any
statutory modification(s) or re- enactment(s)
thereof for the time being in force). The Policy
also lays down broad guidelines for
evaluation of performance of Board as a
whole, Committees of the Board, individual
directors including the chairperson and the

Independent Directors. The aforesaid
Nomination and Remuneration Policy has
been uploaded on the website of your
Company https://www.viaztyres.com/

16. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on EMERGE
platform of NSE, the provisions of Corporate
Governance are not applicable on the
Company.

17. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Board members are provided with
necessary documents/ brochures, reports
and internal policies to enable them to
familiarize with the Company's procedures
and practices, the website link is
https://www.viaztyres.com/

18. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies
Act and the SEBI Listing Regulations, a
structured questionnaire was prepared for
evaluating the performance of Board, its
Committees and Individual Director
including Independent Directors. The
questionnaires were prepared after taking
into consideration the various facets related
to working of Board, its committees and roles
and responsibilities of Director. The Board
and the Nomination and Remuneration
Committee reviewed the performance of the
Individual Directors including Independent
Directors on the basis of the criteria and
framework adopted by the Board. Further,
the performance of Board as a whole and

committees were evaluated by the Board
after seeking inputs from all the Directors on
the basis of various criteria. The Board of
Directors expressed their satisfaction with
the evaluation process. In a separate meeting
of Independent Directors, the performance
of Non-Independent Directors, performance
of Board as a whole and performance of the
Chairman was evaluated, taking into account
the views of the Executive Directors and Non¬
Executive Directors.

19. VIGIL MECHANISM FOR THE DIRECTORS
AND EMPLOYEES:

The Company has established a vigil
mechanism, through a Whistle Blower Policy,
where Directors and employees can voice
their genuine concerns or grievances about
any unethical or unacceptable business
practice. A whistle-blowing mechanism not
only helps the Company in detection of fraud,
but is also used as a corporate governance
tool leading to prevention and deterrence of
misconduct.

It provides direct excess to the employees of
the Company to approach the Compliance
Officer or the Chairman of the Audit
Committee, where necessary. The Company
ensures that genuine Whistle Blowers are
accorded complete protection from any kind
of unfair treatment or victimization. The
Whistle Blower Policy is disclosed on the
website of the Company at
https://www.viaztyres.com/

20. RISK MANAGEMENT:

The Board of the Company has evaluated a

risk management to monitor the risk
management plan for the Company. The
Audit Committee has additional oversight in
the area of financial risk and controls. Major
risks identified by the businesses and
functions are systematically addressed
through mitigating actions on continuing
basis.

21. PARTICULARS OF LOANS, GURANTEES
OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or
investments covered under Section 186 of the
Companies Act, 2013 are given in the Note to
the Financial Statements.

22. MATERIAL ORDERS OF JUDICIAL
BODIES/ REGULATORS:

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

23. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE ACT:

All related party transactions that were
entered into during the Period under review,
were on arm's length basis and in the
ordinary course of business. No materially
significant related party transactions which
required the approval of members, were
entered into by the Company during the
Period under review. Further, all related party
transactions entered by the Company are
placed before the Audit Committee for its
approval.

Details of Related Party Transactions and
Details of Loans, Guarantees and
Investments covered under the provisions of
Section 188 and 186 of the Companies Act,
2013 respectively are given in the notes to the
Financial Statements attached to the
Auditors' Report.

24. AUDITORS:

STATUTORY AUDITORS:

The Auditor's report given by M/s. Doshi
Doshi & Co., Chartered Accountants (FRN:
153683W), on the Financial Statements of
your Company, for the year ended March 31,
2025, forms part of the Annual Report.

There are no qualifications, reservations or
adverse remarks made by Statutory Auditors
in the Auditor's report. The Statutory Auditors
have not reported any incident of fraud to the
Audit Committee of the Company under
subsection (12) of section 143 of the
Companies Act, 2013, during the year under
review.

The notes on accounts referred to the
Auditors' Report are self-explanatory and
therefore, do not call for any further
explanation.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of
the Act and the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors has
appointed Nikunj Kanabar & Associates
Practicing Company Secretary, as a

Secretarial Auditor of the Company, for the
purpose of conducting Secretarial Audit of
Company for the Financial year 2024-25. The
Secretarial Audit report received from the
Secretarial Auditors is annexed to this report
marked as Annexure B and forms part of this
report.

There are no qualifications, reservations or
adverse remarks made by Secretarial
Auditors in the Secretarial Auditors' report.

25. INTERNAL AUDIT AND ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO FINANCIAL STATEMENTS:

The Company has an internal control system,
commensurate with the size, scale and
complexity of its operations. This ensures
that all transactions are authorized, recorded
and reported correctly, and assets are
safeguarded and protected against loss from
unauthorized use or disposition. The
Company has adequate internal controls for
its business processes across departments to
ensure efficient operations, compliance with
internal policies, applicable laws and
regulations, protection of resources and
assets and appropriate reporting of financial
transactions.

The Company has Internal Audit function
which is empowered to examine the
adequacy and compliance with policies,
plans and statutory requirements.

It comprises of experienced professionals
who conduct regular audits across the
Company's operations. The Company has
also appointed Mr. Prashant H. Patel, (Mem
No.: 162482) Proprietor of

M/s. PHP & Associates, Chartered
Accountants, (FRN: 141171W) as an Internal
Auditors, who reviews the various functions
of the Company thoroughly and report to the
Audit Committee and no reportable material
weakness in the design or operation was
observed.

26. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section
134(3)(a) of the Companies Act, 2013 read with
Companies (Management and
Administration) Rules, 2014, the Annual
Return as on 31st March 2024 is available on
the Company's website
https://www.viaztyres.com/

27. MANAGEMENT DISCUSSION & ANALYSIS
REPORTS:

A detailed report on Management
Discussion and Analysis (MDA) Report is
included in this Report as Annexure - C.

28. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The details required under the provisions of
Section 134(3)(m) of the Companies Act, 2013
regarding the conservation of energy,
technology absorption, foreign exchange
earnings and outgo is provided in this Report
as Annexure D which forms part of this
Report.

29. STATEMENT PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5 OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and
other details as required under Section
197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remunera¬
tion of Managerial Personnel) Rules, 2014 is
provided in this Report as Annexure E which
forms part of this Report.

30. HUMAN RESOURCES:

The relations with the employees and
associates continued to remain cordial
throughout the year. The Directors of your
Company wish to place on record their
appreciation for the excellent team spirit and
dedication displayed by the employees of the
Company.

31. DISCLOSURES UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:

The Company is committed to provide a safe
and conducive work environment to its
employees. There exist at the group level an
Internal Complaint Committee ('ICC')
constituted under The Sexual Harassment of
Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The
group is strongly opposed to sexual
harassment and employees are made aware
about the consequences of such acts and
about the constitution of ICC. During the year
under review, no complaints were filed with
the Committee under the provisions of the
said Act in relation to the workplace/s of the
the Company.

32. DISCLOSURE UNDER MATERNITY
BENEFIT ACT, 1961:

The Company is in compliance of the
provision of Maternity Benefit Act, 1961 to the
extent applicable

33. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS:

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

The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards and that
such systems are adequate and operating
effectively.

34. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of
cost records as specified by the Central
Government under sub section (1) of section
148 of the Companies Act, 2013, were not
applicable to the Company upto March 31,
2025 and accordingly such accounts and
records were not required to be maintained.

35. CODE OF CONDUCT:

The Board of Directors has laid down a Code
of Conduct applicable to the Board of
Directors and Senior Management. All the
Board Members and Senior Management
personnel have affirmed compliance with
the code of conduct.

36. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance
of environmentally clean and safe operations.
The Company's policy requires conduct of
operations in such a manner, so as to ensure
safety of all concerned, compliances of
environmental regulations and preservation
of natural resources.

37. GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of
the AGM along with the Annual Report 2024¬
25 is being sent only through electronic
mode to those Members whose email
addresses are registered with the Company/
Depositories. Members may note that the
Notice and Annual Report 2024-25 will also
be available on the Company's website
https://www.viaztyres.com/

38. INSIDER TRADING POLICY:

As required under the Insider Trading Policy
Regulations of SEBI, your Directors have
framed and approved Insider Trading Policy
for the Company i.e. 'Code of Practices and
Procedures for Fair Disclosure of
Unpublished Price Sensitive Information' and
'Code of Conduct for Regulating Monitoring
and Reporting of Trading by Designated
Persons/ Insiders'. The Policy is available on
the company's website
https://www.viaztyres.com/

39. INSOLVENCY AND BANKRUPTCY CODE
2016:

No application or proceeding was initiated in
respect of the Company in terms of
Insolvency and Bankruptcy Code 2016.

40. DECLARATION REGARDING
SETTLEMENT WITH BANKS/FINANCIAL
INSTITUTIONS:

The company has not made any settlement
with banks or financial institutions in the year
under review; therefore no valuation was
made.

41. DIRECTORS’ RESPONSIBILITY
STATEMENT:

Pursuant to Section 134 of the Companies
Act, 2013 ('the Act'), with respect to Directors
Responsibility Statement it is hereby
confirmed:

a) The Financial Statements of the Company -
comprising of the Balance Sheet as at March
31, 2025 and the Statement of Profit & Loss for
the year ended as on that date, have been
prepared on a going concern basis following
applicable accounting standards and that no
material departures have been made from
the same;

b) Accounting policies selected were applied
consistently and the judgments and
estimates related to these financial

statements have been made on a prudent
and reasonable basis, 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 profits and
loss of the Company for the year ended on
that date;

c) Proper and sufficient care has been taken
for maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, to safeguard the
assets of the Company and to prevent and
detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be
followed by the Company were laid down and
that such internal financial controls are
adequate and operating effectively; and
Proper systems have been devised to ensure
compliance with the provisions of all
applicable laws and such systems are
adequate and operating effectively.

42. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere
thanks to bankers, business associates,
consultants, and various Government
Authorities for their continued support
extended to your Companies activities
during the year under review. Your directors
also acknowledge gratefully the
shareholders for their support and
confidence reposed on your Company.

For and on behalf of the Board
Viaz Tyres Limited

Sd/- Sd/-

Janakkumar Mahendrabhai Patel Rajeshkumar Prabhudas Patel

Managing Director Whole-Time Director

DIN:03329692 DIN: 07883688

Place: Ahmedabad
Date: September 5, 2025