డైరెక్టర్ల నివేదిక Viaz Tyres Ltd.

Mar 31, 2025

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)

Particulars	FY 24-25	FY 23-24
Revenue from Operations	5,725.88	5,036.82
Other Income	52.28	32.80
Total Income	5,778.16	5,069.62
Direct & other related expenses	4,479.28	4,066.86
Employee Benefit Expenses	175.53	156.06
Financial Cost	147.05	113.50
Depreciation and amortisation expenses	186.36	120.17
Other Expenses	343.69	306.34
Total Expenses	5,331.91	4,762.94
Profit/(Loss) before Exceptional items & Tax	446.25	306.68
Less: Exceptional items	0.00	0.00
Profit/(Loss) before Tax	446.25	306.68
Less: Total Tax Expenses	112.45	69.40
Profit/ (Loss) after tax	333.81	237.28
Other Comprehensive income for the financial year	0.00	0.00
Total Comprehensive income/(loss) for the financial year	333.81	237.28
Earnings per Equity Share (^) - Face value of 10/- each	2.72	1.94

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”).

Sr. No.	Name of _ CIN/ GIN Company	Type	% of Share Holding	Applicable Section
1	, * 4412463 Autobots Trading FZC* (Formation Number)	Foreign Subsidiary Company	90%	2(87)

*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:

				Date of
Sr. No.	Name & DIN of Director	Designation	Appointment / Resignation	Appointment / Cessation /Change in Designation
	Mr. Janakkumar	Chairman and Managing Director
1	Mahendrabhai Patel (DIN:03329692)		No Change	10/03/2020
2	Mr. Rajeshkumar Prabhudas Patel (DIN:07883688)	Whole-Time Director and CFO	No Change	12/04/2022
	Mrs. Himaben	Non-Executive,
3	Janakkumar Patel	Non- Independent	Resignation	03/04/2025
	(DIN:08399809)	Director
4	Ms. Pratima Singh (DIN:09582634)	Non-Executive, Independent Director	Resignation	03/03/2025
5	Ms. Amita Pragada (DIN: 09578592	Non-Executive, Independent Director	Resignation	01/03/2025
	Mrs. Kenaben	Non-Executive,
6	Parichaykumar Patel	Non- Independent	Appointment	03/04/2025
	(DIN: 08629886)	Director
7	Mr. Manishkumar Arvindji Vihol	Non-Executive, Independent Director	Appointment	06/03/2025
8	Mr. Dhaval Bipinbhai Mashru	Non-Executive, Independent Director	Appointment	06/03/2025
9	Ms. Akshita Dave	Company Secretary & Compliance Officer	Resignation	01/03/2025
10	Ms. Hema Lakhmichand Advani	Company Secretary & Compliance Officer	Appointment	03/04/2025

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.

Sr. No.	Name	Designation
1	Ms. Amita Chhaganbhai Pragada*	Chairman
2	Ms. Himaben Janakkumar Patel*	Member
3	Ms. Pratima Singh*	Member
4	Mr. Dhaval Bipinbhai Mashru*	Chairman
5	Mr. Manishkumar Arvindji Vihol*	Member
6	Mr. Janakkumar Mahendrabhai Patel*	Member

* 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.

Sr. No.	Name	Designation
1	Ms. Amita Chhaganbhai Pragada*	Chairman
2	Ms. Himaben Janakkumar Patel*	Member
3	Ms. Pratima Singh*	Member
4	Mr. Dhaval Bipinbhai Mashru*	Chairman
5	Mr. Manishkumar Arvindji Vihol*	Member
6	Mrs. Kenaben Parichaykumar Patel*	Member

* 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:

Sr. No.	Name	Designation
1	Ms. Amita Chhaganbhai Pragada*	Chairman
2	Ms. Himaben Janakkumar Patel*	Member
3	Ms. Pratima Singh*	Member
4	Mr. Dhaval Bipinbhai Mashru*	Chairman
5	Mr. Manishkumar Arvindji Vihol*	Member
6	Mr. Rajeshkumar Prabhudas Patel*	Member

* 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

---

Mar 31, 2024

Your Directors are pleased to present Sixth Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended on March 31, 2024 and other accompanying reports, notes and certificates.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2024 is given below:

(Amount in Lakhs.)

Particulars	31 March, 2024	31st March, 2023
Revenue from Operations	5036.82	4591.64
Other Income	32.80	36.24
Total Revenue	5069.62	4627.88
Less: Total Expenses	(4762.94)	(4356.93)
Profit Before Tax	306.68	270.95
Less: Current Income Tax	(74.71)	(75.21)
Less: Previous year adjustment of Income Tax	-	-
Less Deferred Tax	(69.40)	(69.10)
Net Profit after Tax	237.28	201.85
Earning per share (Basic)	1.94	2.18
Earnings per Share(Diluted)	1.94	2.18

The Key highlights pertaining to the business of the Company for the Year 2023-24 have been given hereunder:

The Company has turnover of 5036.82 (in lakhs) and the company has book Net Profit of Rs. 237.28 (in lakhs) for the year under review.

The Earnings per Share of the financial year under review is 1.94.

Furthermore, your Director assured that the Company will achieve its strategic objectives of sustainable and profitable growth by improving the product excellence, exploring markets and delivering customer delight in the year to come.

2. DIVIDEND

The Board of the Company did not recommend any dividend for the year under review.

3. TRANSFER TO IEPF

The Company is not required to transfer any amount to IEPF Account.

4. TRANSFER TO RESERVES

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

5. SHARE CAPITAL Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2024 is Rs. 12,51,00,000 Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is Rs. 12,51,00,000.

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

6. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Holding/Subsidiary/Associate Company/Joint Ventures.

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing the saliq639ent feature of the financial statement of a company''s associate Company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form part of Directors'' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate Companies:

Sr no.	Name of Company	Subsidiary / Joint Venture / Associate Company	Date of cessation of Subsidiary / Joint Venture / Associate Company
-	-	-	-

7. BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

• APPOINTMENTS ON BOARD

There were no appointments on Board during the financial year.

• NUMBER OF BOARD MEETINGS

During the year under review i.e. Financial Year 2023-24, 5 (Five) Board meetings were held:

15^th April,2023, 27^th April, 2023, 01^st September,2023, 26^th October,2023, 08^th November, 2023

• ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING (AGM):

Name of the Director	Nature of Directorship	Number of Board Meeting attended during the year	Whether attended last AGM
Janakkumar Mahendrabhai Patel	Managing Director	5	Yes
Rajeshkumar Prabhudas Patel	Whole-time Director & CFO	5	Yes
Himaben Janakkumar Patel	Non-Executive Director	5	Yes
Amita Chhaganbhai Pragada	Non Executive-Independent Director	5	Yes
Pratima Singh	Non Executive-Independent Director	5	Yes

• DIRECTOR RETIRED BY ROTATION:

Mr. RAJESHKUMAR PRABHUDAS PATEL (DIN: 07883688), who retire by rotation and being eligible, offers himself for re-appointment as Director in this AGM.

• MEETING OF INDEPENDENT DIRECTORS:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Separate meeting of the Independent Directors of the Company was held on March 26, 2024 at registered office of the Company.

• CHANGE IN KEY-MANAGERIAL PERSONNEL:

There were no changes in Key-Managerial Personnel of the company during the financial year.

• DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

• FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

• STA TEMENT OF BOARD ON INDEPENDENT DIRECTOR:

All the Independent directors appointed during the year under review are of utmost integrity, expertise and experience and has passed the proficiency test conducted by the Indian Institute of Corporate Affairs.

• COMMITTEES OF THE BOARD

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated Forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company.

Accordingly, the Committees formed by the Board are as follows:

1. Audit Committee

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc.

During the year, the Audit Committee Constituted of the following persons:

Sr No.	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Himaben Janakkumar Patel	Non-executive Director	Member	4
2	Amita Chhaganbhai Pragada	Independent Director	Chairperson	4
3	Pratima Singh	Independent Director	Member	4

The Audit Committee is constituted and has met four times during the Financial Year 2023-24 on 15^th April, 2023, 27^th May, 2023, 01^st September,2023, 08^th November, 2023

2. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith. The policy is available on the following web-link of the Company: https://www.viaztyres.com/

The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a Director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Himaben Janakkumar Patel	Non-executive Director	Member	1
2	Amita Chhaganbhai Pragada	Independent Director	Chairperson	1
3	Pratima Singh	Independent Director	Member	1

The Nomination Remuneration Committee is constituted and has met once during the Financial Year 2023-24 i.e. on 27th May, 2023.

3. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is

disclosed herewith. The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.

No complaints were received by the Company from the shareholders / investors during the Financial Year 2023-24 and no investor complaints were outstanding as on 31st March 2024.

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	Himaben Janakkumar Patel	Non-executive Director	Member	4
2	Amita Chhaganbhai Pragada	Independent Director	Chairperson	4
3	Pratima Singh	Independent Director	Member	4

The Stakeholder Relationship Committee is constituted and has met four times during the Financial Year 2023-24 on 15^th April,2023, 27^th April, 2023, 01^st September,2023, 08^th November, 2023

8. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

9. THE VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company: https://www.viaztyres.com/

10. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the company does not have Networth of Rs. 500 crores or Turnover of Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review and hence the company is not required to comply with the provision of section 134(3)(o) of the Companies Act, 2013. Further the company has not constituted Corporate Social Responsibility Committee.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is Nil.

(A) Conservation of energy-
the steps taken or impact on conservation of energy;	NIL
the steps taken by the company for utilising alternate sources of energy	NIL
the capital investment on energy conservation equipments	NIL
(B) Technology absorption-
the efforts made towards technology absorption;	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, anc the reasons thereof; and (iv) the expenditure incurred on Research and Development.	NA
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year	NA
The Foreign Exchange outgo during the year in terms of actual outflows.	NA

12. OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and Employees:

The details with regard to payment of remuneration to Director and Key Managerial Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in separate annexure to the Report as "Annexure-I", which forms part of this Report.

Remuneration to Employees

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2 (76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm''s Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

The details are disclosed in Form AOC-2 which is annexed as "Annexure-II", which forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under for prevention and Redressal of complaints of sexual harassment at workplace.

The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company''s offices and take appropriate decision in resolving such issues.

During the financial year 2023-24, the Company has not received any compliant on sexual harassment. The policy is available on the following web-link of the Company: https://www.viaztyres.com/

Material changes and commitments affecting the financial position of the Company:

During the period under review from April 01, 2023 to March 31, 2024, there were no material changes and commitments undertaken by the Company which affected the financial position of the Company.

Significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company''s Operations in Future:

As per the information available with the Board of Directors, there were no such orders passed against the Company.

Change in the Nature of Business

There is no change in Business during the year.

Change in Name

There is no change in name of the company.

Internal Financial Control Systems and their adequacy

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A)(II) Of The Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) Of The Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) Of The Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) Of The Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided any guarantees and securities for the year under review under section 185 and 186 of the Companies Act, 2013.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as "Annexure - III" and forms part of this Report.

15. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

16. 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, 2024, forms part of the Annual Report.

There is no qualification, reservation or adverse remark or any disclaimer in their Report. In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act), the requirement of ratification of the appointment of the Statutory Auditor in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has been placed as an agenda item in the AGM Notice for the approval of the shareholders.

Details in Respect of frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed CS Sonu Jain, Practicing Company Secretary, as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies Act, 2013 read with Companies Rules for the purpose of conducting Secretarial Audit of Company for the Financial year 2023-24. The Report of the Secretarial Audit is annexed herewith as "Annexure IV".

17. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

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 a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee.

18. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March 2021, 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; and

(e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

20. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act, 2013.

21. COST RECORDS

The company under sub-section (1) of section 148 of the Companies Act, 2013, is not required to maintain cost accounts and records.

22. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

23. 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.

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers, clients and other business partners. The Board takes this opportunity to express their sincere appreciation for the excellent patronage, total commitment, dedicated efforts of the executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeply grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

By the Order of the Board of Directors VIAZ TYRES LIMITED

Sd/- Sd/-

JANAKKUMAR MAHENDRABHAI RAJESHKUMAR

PATEL PRABHUDAS PATEL

Date: 30.08.2024 Managing Director Whole-time Director

Place: Ahmedabad DIN: 03329692 DIN: 07883688

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Mar 31, 2023

Your Directors are pleased to present Fifth (05) Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended on March 31, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the company for the financial year ended on March 31, 2023 is given below:

(Amount in lakhs)

Particulars	2022-23	2021-2022
Revenue from Operations	4592	2920
Other Income	36	11
Total Revenue	4628	2931
Less Depreciation	127	144
Profit Before Tax	271	174
Less Current Income Tax	75	28
Less Previous year adjustment of Income Tax	-	-1
Less Deferred Tax	(6)	3
Net Profit after Tax	202	144
Earning per share (Basic)	2.18	3.38
Earnings per Share(Diluted)	2.18	3.38

2. STATE OF THE COMPANY''S AFFAIRS

The Key highlights pertaining to the business of the Company for the Year 2022-23 have been given hereunder:

The Company has turnover of 4592 (in lakhs) and the company has book Net Profit of Rs. 202 (in lakhs) for the year under review.

The Earnings per Share of the financial year under review is 2.18 whereas of the last financial year is 3.38.

Furthermore, your Director assured that the Company will achieve its strategic objectives of sustainable and profitable growth by improving the product excellence, exploring markets and delivering customer delight in the year to come.

3. NATURE OF BUSINESS

The Company is involved in the Manufacturing of tyres, tubes of vehicles.

4. CHANGE IN NAME/NATURE OF COMPANY''S BUSINESS

The company has changed its name from Viaz Tubes Private Limited to Viaz Tyres Private Limited w.e.f. 23-05-2022 and further the company has converted into public company w.e.f. 14-06-2022

However the Company has altered its object on 25-05-2022 as follows:

"1. To carry on the business as manufacturers, manufacturer''s representatives, exporters, importers, factors, agents, vulcanisors, dealers and distributors of all classes, kinds, types, nature and description of tyres and tubes, belts and allied items, articles and goods made from natural, synthetic and reclaimed rubber, plastics and its compounds, including derivatives and substitutes used for automobile vehicles, industrial and domestic purposes.

2. To manufacture, buy, sell, export, import or otherwise deal in various products'' made out of latex rubber and/or synthetic rubber and of other derivatives having substantial characteristics of rubber as also out of other derivatives or compositions of natural rubber resins, synthetics and plastics industrial electrical surgical and/or domestic gloves, and various other latex products such as balloons, and latex dipped goods, latex foam, latex thread."

Further a new object was added on 17-06-2022 as follows:

"To carry on the business of manufacture including production and processing and fabrication and assembling, repairing, alternation, buying, importing, marketing, selling and exporting and otherwise dealing in all types of automotive components, electrical vehicles components, spare parts, products, equipments for all types of two-wheelers, passenger cars, light motor vehicles, multi-utility vehicles, heavy motor vehicles, All Terrain Vehicles (ATVs) and all other types of automobiles."

5. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for Financial Year 2022-23 prepared in accordance with Section 92(1) of the Act has been placed on the website and is available at www.viaztyres.com

6. BOARD OF DIRECTORS AND THE NUMBER OF BOARD MEETINGS • COMPOSITION OF BOARD OF DIRECTORS

The company has appointed the following directors on board in the year under review:

RAJESHKUMAR PRABHUDAS PATEL	12-04-2022
HIMABEN JANAKKUMAR PATEL	25-04-2022
AMITA CHHAGANBHAI PRAGADA	25-04-2022
PRATIMA SINGH	25-04-2022

• NUMBER OF BOARD MEETINGS

During the year under review i.e. Financial Year 2022-23, 15 (fifteen) Board meetings were held.

01-04-2022	21-05-2022	01-09-2022
12-04-2022	23-05-2022	18-10-2022
23-04-2022	14-06-2022	16-11-2022
02-05-2022	15-06-2022	01-02-2023
17-05-2022	05-07-2022	24-02-2023

• ATTENDANCE OF DIRECTORS AT BOARD MEETING AND ANNUAL GENERAL MEETING (AGM):

Name of the Director	Nature of Directorship	Number of Board Meeting attended during the year	Whether attended last AGM
RAJESHKUMAR PRABHUDAS PATEL	Whole time director	15	Yes
HIMABEN JANAKKUMAR PATEL	Non-executive director	15	Yes
AMITA CHHAGANBHAI PRAGADA	Independent director	15	Yes
PRATIMA SINGH	Independent director	15	Yes
JANAKKUMAR MAHENDRABHAI PATEL	Managing director	15	Yes

• DIRECTOR RETIRED BY ROTATION:

Himaben Janakkumar Patel who retire by rotation and being eligible, offers herself for re-appointment as Director.

• MEETING OF INDEPENDENT DIRECTORS:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Separate meeting of the Independent Directors of the Company was held on March 25, 2023 at registered office of the Company.

• CHANGE IN KEY-MANAGERIAL PERSONNEL:

RAJESHKUMAR PRABHUDAS PATEL	Chief Financial Officer	12-04-2022
AKSHITA DAVE	Company secretary	12-04-2022

• DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

• FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

• STATEMENT OF BOARD ON INDEPENDENT DIRECTOR

All the Independent directors appointed during the year under review are of utmost integrity, expertise and experience and has passed the proficiency test conducted by the Indian Institute of Corporate Affairs.

7. SHARE CAPITAL

The company had issued/allotted 5,00,000 equity shares on preferential basis on 12-05-2022 and the company has allotted 42,75,000 bonus equity shares on 21-05-2022 to its existing equity shareholders.

Further the Company has come up with SME IPO and allotted 3226000 equity shares on 24-02-2023. So, total paid up equity share capital of the company as on March 31, 2023 was Rs. 12,25,10,000 consisting of 1,22,51,000 Equity Shares of Rs. 10/- each.

8. DISCLOSURE RELATED TO RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES:

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company u/s 67. Hence, no disclosure required to be provided.

9. EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO SWEAT EQUITY & ESOS:

No Equity shares with Differential rights, sweat equities or share under employee stock option scheme were issued during the year.

10. DIVIDEND

Your Directors do not recommend payment of any dividend for the financial year under review.

11. RESERVES

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

12. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Holding/Subsidiary/Associate Company/Joint Ventures.

13. DEPOSITS

The Company has neither invited/ accepted nor renewed any deposits within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or on the Company''s operation in future.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is Nil.

(A) Conservation of energy-
the steps taken or impact on conservation of energy;	NIL
the steps taken by the company for utilising alternate sources of energy	NIL
the capital investment on energy conservation equipments	NIL
(B) Technology absorption-
the efforts made towards technology absorption;	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has no'' taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.	NA
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year	NA
The Foreign Exchange outgo during the year in terms of actual outflows.	NA

16. DISCLOSURE RELATED TO EMPLOYEES

The details relating to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2022-23 are given in "Annexure-A".

17. STATUTORY AUDITORS

M/s. DOSHI DOSHI & CO., Chartered Accountants (FRN: 153683W) are Statutory Auditors of the Company for five consecutive financial years.

18. SECRETARIAL AUDIT REPORT

The Board has appointed CS Sonu Jain, Practicing Company Secretary, Ahmedabad as a Secretarial Auditor of the Company in the meeting of the Board of Directors of the Company held on February 24, 2023.

SECRETARIAL AUDIT REPORT:

The Report given by Auditor u/s 204 of the Companies Act, 2013 is annex with the Annual Report as "Annexure-B"

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS/SECRETARIAL AUDITORS:

There are no Qualification/reservations by the Statutory Auditor''s in their report for the financial year 2022-23.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under consideration, there were no such instances.

21. DETAILS OF INTERNAL FINANCIAL CONTROL:

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023 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, wherever applicable;

(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; and

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

23. MATERIAL CHANGES AND COMMITMENTS IF ANY

No material changes and commitments affecting the financial position of the Company occurred during the year under review.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loans or made any investments or provided any guarantees and securities for the year under review under section 185 and 186 of the Companies Act, 2013.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The details of transactions entered with the related pares are given in form AOC-2 in terms of the provision of section 188(1) including certain arm''s length transactions and annexed herewith as "Annexure C".

26. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT REMUNERATION, DETERMINING QUALIFICATIONS ETC.

Disclosures requirement on Company policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(1) and section 178(3) of Companies Act, 2013 is not applicable to the Company.

27. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

28. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the company does not have Networth of Rs. 500 crores or Turnover of Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review and hence the company is not required to comply with the provision of section 134(3)(o) of the Companies Act, 2013. Further the company has not constituted Corporate Social Responsibility Committee.

The details of Audit Committee in terms of Section 177(2) of the Companies Act, 2013 of the Company are as under:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	HIMABEN JANAKKUMAR PATEL	Non-executive Director	Member	3
2	AMITA CHHAGANBHAI PRAGADA	Independent Director	Chairperson	3
3	PRATIMA SINGH	Independent Director	Member	3

30. VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established a robust Vigil Mechanism in accordance with provisions of the Section 177 of the Companies Act, 2013. The Company has formulated a Whistle Blower Policy, as prescribed under Section 177(8) & Section 177(10) of the Companies Act, 2013 which is available at the website of the Company on www.viaztyres.com.

31. NOMINATION AND REMUNERATION POLICY

The details of Nomination and Remuneration Committee in terms of Section 178 (4) of the Companies Act, 2013 of the Company are as under:

SRN	Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1	HIMABEN JANAKKUMAR PATEL	Non-executive Director	Member	1
2	AMITA CHHAGANBHAI PRAGADA	Independent Director	Chairperson	1
3	PRATIMA SINGH	Independent Director	Member	1

Nomination and remuneration policy is placed on the website i.e. www.viaztyres.com, of the company

32. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

33. DISCLOSURE OF COMMISSION:

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Whole-time Director of the holding Company was disqualified from receipt of any remuneration or commission form any Company.

34. DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act, 2013.

35. COST RECORDS

The company under sub-section (1) of section 148 of the Companies Act, 2013, is not required to maintain cost accounts and records.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company does not have any women employees and therefore there arise no need of adopting a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 201 3 and the Rules made thereunder.

However the Directors assured that once any women appointed on the Board of the Company or otherwise, the needful will be done.

a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

37. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report forms an integral part of the Report, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and provides details of the overall industry structure, developments, performance and state of affairs of the Company''s various businesses. The same is presented in "Annexure-D" herewith.

38. DECLARATION UNDER INSOLVENCY AND BANKRUPTCY CODE

No application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

39. 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.

40. COMPLIANCE WITH THE SECRETARIAL STANDARDS

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

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from all those who have extended their valuable sustained support and encouragement during the year under review.

Your Directors look forward for the continued support and confidence of every stakeholder in the future.

By the Order of the Board of Directors VIAZ TYRES LIMITED

Date: 01-09-2023

Place: Ahmedabad SD/- SD/-

JANAKKUMAR MAHENDRABHAI RAJESHKUMAR

PATEL PRABHUDASBHAI PATEL Managing Director Whole Time Director DIN:03329692 DIN:07883688