Emerald Tyre Manufacturers Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 23^rd Annual Report of Emerald Tyre Manufacturers Limited (the “Company") along with the audited Financial

Statements for the financial year ended 31st March, 2025. The consolidated performance of the Company and its subsidiaries for the year ended 31st March, 2025 has been referred to wherever required

FINANCIAL RESULTS

( Rs. in Lakhs)

	Standalone		Consolidated
Particulars	31st March 2025	31st March 2024	31st March 2025	31st March 2024
Revenue from Operations	18,186.80	15,391.55	19,946.80	17,098.74
Other Income	287.87	212.54	314.67	98.10
Total Income	18,474.67	15,604.09	20,261.47	17,196.84
EBITDA	2,787.12	3,030.03	3,011.41	2,983.01
Less: Interest	889.37	888.16	999.69	948.21
Less: Depreciation & Amortisation	585.38	549.05	588.64	552.92
Profit before tax	1,312.37	1,592.82	1,423.08	1,481.88
Less: Provision for tax
Current Tax	323.86	408.48	323.86	406.51
Income Tax of earlier years	38.16	(103.76)	38.16	(103.76)
Deferred Tax	17.72	10.46	17.72	10.46
Profit After Tax	932.63	1,277.64	1,043.34	1,168.67

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company is engaged in the Business of Manufacturing, Supplying and Services for a comprehensive range of tyres for material handling applications like forklifts, skid loaders, ground support equipment of Airports, Port trailers, agri implements, lawn and garden mowers, mining equipment, aerial work platform trucks, backhoe loaders etc.

Your Company incorporated in the year 2002, has a renowned presence in the Domestic market as well as Global market for more than two decades in the international market under the brand name “GRECKSTER".

Global output growth proved unexpectedly resilient last year. At the start of 2023, a sharper growth slowdown appeared possible amidst declining real incomes and rapid and widespread monetary policy tightening. Inflation has declined more quickly than initially anticipated and energy support schemes have helped to cushion household incomes and underpin activity in many economies. Growth was particularly buoyant in the United States through the year, including in the fourth quarter, helped by strong consumer spending, with households continuing to run down the excess savings accumulated since the beginning of the pandemic and higher government spending.

Outcomes were weaker in many other advanced economies, particularly in Europe, reflecting the relative importance of bank-based finance and the continued adverse effects of the energy price shock. Growth also moderated in countries in which higher policy rates were quickly reflected in higher borrowing rates. The emerging-market economies have generally continued to grow at a solid pace, despite tighter financial conditions, reflecting the benefits of improved macroeconomic policy frameworks, strong investment in infrastructure in many countries, including India, and steady employment gains. The reopening of the economy at the start of the year also helped activity to rebound in China, although soft consumer spending and the continued contraction in the property sector are weighing on domestic demand.

OPERATIONS AND STATE OF AFFAIRS

Standalone

During the year under consideration on Standalone basis, your Company achieved Revenue from Operations of Rs.18,186.80 Lakhs as against Rs.15,391.55 Lakhs during the previous financial year. The revenue from exports is about 74.42 %.

Consolidated

During the year under consideration on Consolidated basis, your Company achieved Revenue from operations Rs.19,946.80 Lakhs as against Rs.17,098.74 Lakhs during the previous financial year. OUTLOOK FOR THE FINANCIAL YEAR 2024-25

Your Company is navigating through challenging global economic conditions but remains optimistic about growth opportunities, particularly in the "Off Highway Tire" maker. Some key points and considerations are as under:

1. Global Economic situation : The global economic slowdown, ongoing wars and potential stagflation pose significant risks to various industries, including OHT manufacturing. These factors can impact external demand, economic stability, and consumer confidence.

2. Increased Demand in Industrial, Agricultural and construction equipment industry : Despite the broader economic challenges, there has been a notable increase in demand for Industrial, Agricultural and construction equipment globally. This trend directly influences the demand for tires, presenting growth opportunities for your company.

3. Focus on Industrial tyre segment of Off Highway Tire : Your company is strategically focusing on the Industrial Tyre segment which is closely associated with the economic growth, Infrastructure development and Logistics. This niche market can provide resilience against economic downturns affecting mainstream automotive sectors. It also suggests a targeted approach towards specific customer needs and market segments.

4. Strong R&D focus to be the driving force : Leading the organisation growth is the focus on on Research & Development. This focus not only supports innovation but also enhances product differentiation and adaptation to market trends. It will ensure competitive advantage in a dynamic industry landscape

5. Expansion : Your company has made significant investments in the rubber mixing facility and this is likely to improve quantity, optimise costs and ensure better control over the final product performance . The state of the art rubber compound mixing capacity will take care of the complete requirement of the present facility including the expansion of capacity in solid tyres and Pneumatic tyres . With growing Global OEM focus, your company is well equipped to ensure timely supply

6. Customer-Focussed approach : Your company is committed to a customer- focussed approach which underscores a focus on meeting evolving customer demands and enhancing satisfaction. This customer focussed approach will ensure sustained order book inspite of all the challenges of the market.

In summary, while we do agree that the Global economic challenges do pose a great threat, your company is confident of facing those challenges since we are focussed to the Niche market of Industrial tyres in the OHT segment. The significant investments in R&D, new product focus and working towards making the plant efficient in terms of cost and competitiveness will collectively ensure the the growth of the organisation inspite of the Global economic situation.

SHARE CAPITAL

Authorised and Paid-up Share Capital:

The Authorised Share Capital of the Company as on 31st March, 2025 remains unchanged at 2,500 Lakhs.

During the year, The Paid up Capital of the company was increased by fresh issue through Initial Public offer of 49,86,000 Equity Shares (Face Value of Rs. 10/- Each) at a Price of Rs. 95/- Per Equity Share (Including a Share Premium of Rs. 85/- Per Equity Share), Aggregating Rs. 4736.70 Lakhs. Further, the company has also made offer for sale for 1,99,200 Equity Shares (Face Value of Rs. 10/- Each) at a Price of Rs. 95/- Per Equity Share (Including a Share Premium of Rs. 85/- Per Equity Share), Aggregating Rs.189.24/- lakhs through Initial Public offer.

The aforementioned equity shares were allotted on 10^th December, 2024. The equity shares of the company got listed on NSE Emerge Platform on 12^th December, 2024.

The revised capital structure as on March 31, 2025 is as follows:

Particulars	No. of Shares	Rs. in Lakhs
Authorised Capital	2,50,00,000	2,500.00
Issued, subscribed and Paid-Up Capital	1,94,76,512	1,947.65

INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Company came out with an initial public offer (IPO) of its equity shares aggregating to Rs.4925.94 Lakhs comprising of Rs.4736.70 Lakhs and Rs.189.24 Lakhs for fresh issue and offer for sale respectively. The issue was open for subscription from 5^th December, 2024 to 9^th December, 2024. Pursuant to the fresh issue 49,86,000 equity shares were issued and allotted on 10^th December, 2024 to the public at price of Rs. 95/-per share (inclusive of Share Premium of Rs. 85/-).

CAPITAL EXPENDITURE AND PROJECT EXPANSION

During the year under review, the Company is in the process of spending the capital expenditure of Rs. 65.00 crores to expands its Production capacity in its Solid, Pneumatic and mixing plant a portion of Rs.40.80 Crores in accordance with the expansion program announced in the IPO prospectus of the Company for listing. Your Company has a robust working capital management process that facilitates continuous monitoring and control over receivables, payables, and other parameters.

DIVIDEND

Your Company has not declared any dividends during the last three Financial Years except in the year FY 2021-22 and FY 2023-24 where company had declared dividend at the rate of 15% on Convertible Preference shares aggregating to 27.47 lakhs and in addition to that your Company had also declared Final Dividend of Re. 1.00/- (10%) for each Equity shares aggregating to Rs. 144.91 lacs for the financial year ended on 2023-24.

Your Board of Directors are pleased to recommend a Final Dividend of Rs.1.00/- (10%) per equity share for the financial year 2024 - 2025, subject to approval of the Shareholders at the 23rd Annual General Meeting of the Company Scheduled to be held on 12th September, 2025.

The dividend will result in a total pay-out of Rs. 194.77 lacs, upon approval by the members at the Annual General Meeting.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has two wholly owned subsidiaries in outside India and financial highlights of the subsidiaries are given below.

Highlights of performance of subsidiary companies

Emrald Tyres Europe BV and Emrald Middle East FZE, wholly owned subsidiaries of the Company, recorded a net profit of Rs.141 lakhs (previous year Rs.109.92 lakhs).

The audited financial statements of the subsidiary companies have been consolidated with the Company as on 31st March 2025.

The consolidated financial statements of your Company for the year ended 31st March 2025 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (“Act"), in accordance with the applicable Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations"). The audited consolidated financial statements along with all relevant documents and the Auditors Report thereon form part of Annual Report and may be accessed on the Companys website https://emeraldtyres. com/investor-relations/

The Financial Statements of the subsidiary companies are available for inspection by the members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide at free of cost, a copy of the financial statement of its subsidiary companies to the members upon request. The financial statements of the subsidiary companies are also available on the website of the Company at https:// emeraldtyres.com/investor-relations/.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statement of the subsidiaries in the prescribed Form AOC-1 is attached as Annexure II.

During the year under review, no Company has become or ceased to be subsidiary or associate or joint venture to the Company.

DEPOSITS

Your Company has neither accepted nor renewed any deposits during the financial year 2024-25 in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN

As required under Section 92(3), copy of Annual Return is placed on the Companys website. The web link to access the annual return is https://emeraldtyres.com/ investor-relations/

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

The details of the Policy on Related Party Transactions have been uploaded on the website of the Company at https://emeraldtyres.com/investor-relations/

During the financial year ended March 31, 2025, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ‘ordinary course of business and ‘at arms length basis. All Related Party Transactions entered during the year, were contracted with the prior approval of Audit Committee and the Board of Directors, as required under the SEBI (LODR) Regulations. The related party transactions are monitored by the Audit Committee and Board of Directors on a half yearly basis.

Your Company has entered into the material contract or arrangement or transactions with wholly owned subsidiary and the disclosure under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is attached to this report as Annexure III.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and proposed to be entered in the ordinary course of business and at arms length during the financial year. All related party transactions are placed before the Audit Committee for their review and approval.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for all the members of the Board and Senior Management personnel of the Company. The Code of Conduct is available on the Companys website: www. emeraldtyres.com.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have adopted a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Companys website www.emeraldtyres. com.

The composition and terms of reference of the CSR Committee is detailed in the Corporate Governance report forming part of this annual report. Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is given in Annexure IV, which forms part of this Report

Board Meetings

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year, the Board of Directors met 17 times and board meetings were held on the following dates as mentioned in the table:

Sr. No. Date of Meeting	Board Strength	No. of Directors Present
1 04th April, 2024	5 (Five)	5 (Five)
2 20th May, 2024	5 (Five)	5 (Five)
3 12th June, 2024	5 (Five)	5 (Five)
4 29th July, 2024	5 (Five)	5 (Five)
5 16th August, 2024	5 (Five)	5 (Five)
6 30th August, 2024	5 (Five)	5 (Five)
7 30th September, 2025	5 (Five)	3 (Three)
8 23rd October, 2024	5 (Five)	3 (Three)
9 15th November, 2024	5 (Five)	5 (Five)
10 28th November, 2024	5 (Five)	3 (Three)
11 04th December, 2024	5 (Five)	3 (Three)
12 09th December, 2024	5 (Five)	3 (Three)
13 10th December, 2024	5 (Five)	3 (Three)
14 18th December, 2024	5 (Five)	3 (Three)
15 01st January, 2025	5 (Five)	5 (Five)
16 11th January, 2025	5 (Five)	3 (Three)
17 29th March, 2025	5 (Five)	3 (Three)

COMMITTEES OF THE BOARD Audit Committee

During the year 05 Audit Committee Meetings were held, the date of meetings are 04^th April, 2024, 12^th June 2024, 16^th August, 2024, 15^th November, 2024 and 01^st

January 2025 the details of composition of Audit Committee is given below. The Board has not rejected any proposal / recommendations of Audit Committee during the year.

Participation of Director in the Audit Committee Meeting held as on 31st March 2025

Name of the Director	Designation	No. of Meetings Held	No. of Meetings attended
Mr. Krishna Moorthy Subramonia Iyer	Chairman- Independent Director	5 (Five)	5 (Five)
Mr. T R Narasimhan	Independent Director	5 (Five)	5 (Five)
Mr. Chandhrasekharan Thirupathi Venkatachalam	Managing Director	5 (Five)	5 (Five)

REMUNERATION POLICY

The Remuneration policy of the company has been structured to match the market trends of the industry, qualifications and experience of the employee and responsibilities handled by them.

The Policy inter alia provides for the following:

(i) attract, recruit, and retain good and exceptional talent.

(ii) list down the criteria for determining the qualifications, positive attributes, and independence of the directors of the Company.

(iii) ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements, and promotes excellence in their performance.

(iv) motivate such personnel to align their individual interests with the interests of the Company, and further the interests of its stakeholders.

(v) ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective, and gender in the Board; and

(vi) fulfill the Companys objectives and goals, including in relation to good corporate governance, transparency, and sustained long term value creation for its stakeholders

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Non-Executive and Independent Directors. Mr. T R Narasimhan is the Chairman of the Committee. Mr. Krishna Moorthy Subramonia Iyer, Mr. Chandhrasekharan Thirupathi Venkatachalam and Ms.Priya Vedavalli K are the other members.

The Company Secretary is the secretary to the Committee. The Chairman of Nomination and Remuneration Committee was present at the 22nd Annual General Meeting of the Company held on Aug 09, 2024.

The attendance of each Director in the Nomination and Remuneration Committee meeting held during the year ended 31st March 2025 is as follows:

Name of the Director	Designation	No. of Meetings Held	No. of Meetings attended
Mr. T R Narasimhan	Chairman - Independent Director	2	2
Mr. Krishna Moorthy Subramonia Iyer	Independent Director	2	2
Mr. Chandhrasekharan Thirupathi Venkatachalam	Managing Director	2	2

The Committee met 2 (Twice) times during the year March 31, 2025. The date of Meeting are April 04, 2024 and January 01, 2025.

Ms.Priya Vedavalli K was inducted as member of the committee on 29th May, 2025.

Stakeholders Relationship Committee

The Committee met 01 time during the year 2024 - 2025 on 11th January 2025. No sitting fee is paid for attending the meeting of the Committee.

The attendance of each Director in the Stakeholders Relationship Committee meeting held during the year ended 31st March 2025 is as follows.

Name of the Director	Designation	No. of Meetings Held	No. of Meetings attended
Mr. Krishna Moorthy Subramonia Iyer	Chairman- Independent Director	1	1
Mr. T R Narasimhan	Independent Director	1	1
Mr. Chandhrasekharan Thirupathi Venkatachalam	Managing Director	1	1

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Companys Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.

The Directors on the Board have experience in the field of manufacturing, accounts, finance, legal, statutory compliance.

None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2025.

COMPOSITION OF BOARD AND KMP

Sr. No. Name of Director & KMP	Designation
1 Mr. Chandhrasekharan Thirupathi Venkatachalam	Chairman & Managing Director
2 Mr. Eswara Krishnan D	Whole-time director
3 Mr. Krishna Moorthy Subramonia Iyer	Non-Executive Independent Director
4 Mr.Narasimhan	Non-Executive Independent Director
5 Ms. Priya Vedavalli K	Non-Executive Women Director
6 Mr. Varadarajan Krishnaram	Chief Executive Officer
7 Mr.Shankar Ganesh Subramanian	Chief Financial Officer
8 Ms. Raja Devika Dhivya*	Company Secretary
9 Mr.H.Narayanarao#	Company Secretary

RsResigned on January 19, 2025 # Appointed on 02nd May, 2025

APPOINTMENT/REAPPOINTMENT/ CHANGE OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

During the year, Ms. Raja Devika Dhivya (M. No. A57110), Company Secretary of the Company resigned with effect from January 19, 2025 and Mr. H.Narayanarao (M.No. A47309) was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 02, 2025.

DIRECTOR RETIRE BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of the Association of the company, Ms. Priya Vedavalli K (DIN: 10366109) Non- Executive Women Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report. There were no significant material orders passed by the regulators or courts or tribunal impacting the Companys going concern status and its operations in future. There was no change in the nature of the business during the year.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS & RETURN ON NET WORTH

As per Schedule V read with Regulation 34(3) of Listing Regulations, details of significate changes (i.e. change of 25% or more as compared to the immediate previous financial year) in Key Financial Ratios and any changes in Return on Net Worth of the Company including explanations thereof are provided in Note No. 56 of Standalone Financial statement respectively forming part of this Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

The Company was not in receipt of any orders from the regulator / courts / tribunals impacting the going concern status of future operations of the Company.

OPPORTUNITIES AND THREAT

Reserve Bank of India has predicted Indias growth for financial year 2025-26 at 6.5%. Global agencies have reduced between 0.2% to 0.5% from the forecast, considering trade uncertainties. Tyre industry has significant exports to US (17% of total exports) and is likely to be impacted by the higher tariffs in US.

Indias reduced reliance on external demand is expected to shield the country from trade and tariff uncertainties, on relative terms. A significant portion of our exports is in services which is not expected to be hit by tariffs. Concluding trade deals with various countries, supply chain realignments and moderation in commodity prices would be a positive for Indias growth. Indias service exports and foreign inward remittances will provide a cushion against trade volatilities.

RBI has reduced rates twice since February 2024 and India is into an interest rate easing cycle. This should help in industry is lowering costs and in aiding consumption. RBI has also pumped in liquidity, having changed the monetary policy stance from neutral to accommodative. RBI has also relaxed stricter capital requirement norms introduced in 2023 for personal loans and credit to NBFCs, which should translate to higher credit growth to the economy.

Opportunities:

Unique segment with wide variety and customisation

Your company operates in a segment which has numerous varieties of tyres with a lot of customisation and small volumes. This makes the company more agile and unique fully focussed to customization.

Diversified Product Portfolio and Market Leadership

Your company has a robust product portfolio and believes in providing Total Tyre Wheel solutions which ensures that we are able to provide the end to end requirements of the customer. This provides unique leadership to your company in the industrial Tyre segment.

R&D and Technology centric approach

The Industrial Tyre segment offers huge challenges in terms of the product orientation to meet the unique requirements of the customer . The tyres are characterised by the usage and nature of application which makes it technologically challenging and continuous R&D focus in required . Your company is uniquely placed to meet this challenge by having focus on R&D and continuous focus towards technological upgradation to meet the emerging, diverse needs of the customer.

Constant Market & Product Diversification

Your company constantly focusses on New Markets to mitigate the Global challenges . This enables the company to handle the challenges posed by the market which is becoming more and more polarised and protectionist. Further your company constantly looks in for new product segments in order to diversify the portfolio and also to provide a variety of solutions. The constant focus towards value addition and also focus on high performance tyres ensures the company is able to compete with the best brands in the world and still remain cost competitive leveraging its robust manufacturing capability.

Infrastructure and Capacity Expansion

To meet the growing needs of the market, the company is implementing a state of the art compound mixing facility that can provide the complete requirement of the company besides ensuring high integrity of the mixed compound . This influences quality and product superiority . The company is expanding into manufacturing of products to provide end to end solutions. Our unique Emerald Exclusive outlets across India and Globally epitomises our commitment to ensure this .

Threats & Mitigation strategies Geo-political Situation

Geo-political uncertainties, regulatory changes, and volatile exchange rates can increase operational costs and affect profitability. Escalation of Tariff war and ESG regulations in certain markets may pose a threat to the market share. Adherence to the regulatory requirements and maintaining financial prudence are essential to combat the risk.

In navigating these opportunities and threats, your Companys emphasis on innovation, diversification, operational efficiency, and strategic investments in infrastructure and technology. Proactive management of risks, along with leveraging strengths in product differentiation and customer-centric approaches, will help sustain growth and competitiveness in the dynamic tire industry landscape.

Market competition

The Industry is becoming more and more competitive with more new entrants coming every day. This poses a major challenge affecting both market share and pricing strategies. Continuous innovation and Product differentiation combined with customer centric supply Chain solutions remain essential to mitigate this risk and maintain a competitive edge.

Human Resources empowerment

Challenges such as talent attrition, employee retention, and labour disputes can impact operational continuity and efficiency. Your company follows a employee focussed approach and engages employees in lot of Quality improvement initiatives like Suggestions scheme, Kaizen, Quality circles besides providing various facilities to the employees to ensure loyalty to the organisation .

Raw Material price fluctuation and Availability

Fluctuations in raw material prices and supply disruptions pose financial risks and operational challenges. Strategic sourcing and supply chain management are critical to mitigate these impacts.

Changes in Market demand and Global Economic situation

The Threat posed by Protectionism and the growing threat of tariff from USA besides Economic slowdowns, particularly in key markets like Europe, could lead to reduced demand and capacity utilisation. This underscores the importance of diversification and resilience in market exposure.

BUSINESS STRATEGY AND OUTLOOK

Your Company has been focussing on R&D in a big way since the company plans to expand into lot of new products and new solutions. The Company is embarking on a major expansion in certain high potential and high margin products. The Company plans to expand its offering in the wheel segment. From the current focus in split wheels the Company will be developing Multipiece rims for the market which will be a game changer. The Company plans to participate in a number of exhibitions in India and Abroad to promote its products and improve the reach.

GREEN TECHNOLOGY

Your Company is focused major on green technology. The Companys tyres are fully compliant with the REACH standards prescribed by the European Union and focussing on reuse and recycling as part of its efforts to create a safe green earth. The Company plans to focus on rethreading of Solid tyres at a strategic global location in order to support the global customers with cost effective and environment friendly solutions. Extensive R&D work has been done to make the product safe for use and provide significant cost savings. The EUDR (European Union Deforestation Regulation) is another major requirement for the European market and Emerald having significant exposure in the EU will be fully complying with the regulation. The Company has obtained the Environment Certification (ISO 14001- 2015) during the current year as a mark of its commitment to make the manufacturing place safe for all. Plans are on the anvil to instal solar panels across the roof of the company and thereby will be able earn significant carbon credits.

Risks and Concerns

World economy continues to be affected by the geo political tensions, ongoing conflicts, tariff related uncertainties and trade policies risks. These risks will result in global slow down and impact demand both in domestic and export markets. Moreover, monsoon has been predicted by IMD to be above normal which augurs well for growth in rural demand and consumption. Tyre industry margin during the year suffered on account of high input costs, with natural rubber prices increasing to record levels. However commodity prices have started easing in the new financial year. Further lower inflation, lower borrowing costs and lower personal income tax outgo should increase demand in the economy, providing a fillip for growth. Despite the above concerns, the Company hopes to continue reporting growth based on its strong brand and products.

Human Resources is a value driven organization and the company has a rich organizational culture rooted in its core values of respect for people and belief in empowerment. The core value underlying our corporate philosophy is “trusteeship" and “proprietary interest". In dealing with each other, the values which are at the core of our HR Philosophy - trust, teamwork, mutuality and collaboration, objectivity, self-respect and human dignity are upheld. The management is committed to the development and growth of its people and the core focus is on Human Resources for its continued success. We owe our success and dominance in the market to the dedication and hard work of our employees who have overcome all challenges to meet the daunting challenges of the market and the ever increasing quality expectations, customer taste and preferences of the customers across the length and breadth of the country as well as in overseas market.

The year was a very challenging one both for the economy and industries. The geopolitical tension and slowdown of economy, have impacted the business and human life across the world. It was a year of carefully navigating through uncertain times, definitely called for greater preparedness, ensuring that we deliver on all fronts. This was made possible by the team synergy and efforts of each employee who stood up to the challenges. Efforts have been taken for building agile, resilient and adaptive Human Capital System.

We have focused on hiring the best resources available in tune with our growth needs, retaining and developing our existing talent pool to strengthen our human capital for meeting the future challenges. We leverage human capital for competitiveness by nurturing knowledge, entrepreneurship and creativity.

Our human resource development is focussed on our companys mission to have competitive edge in technology & excellence in manufacturing. All our training programs designed and tailor made to meet our specific requirements. We continued imparting teambuilding and collaboration training to our workmen to enhance the team cohesiveness. Leadership training for union leaders and opinion makers also continued through the year, thereby keeping with our commitment of shaping the future of our plants.

We maintained cordial and harmonious Industrial relations in our manufacturing unit through our various employee engagement initiatives and focus on improving the work culture, enhancing productivity and enriching the quality of life of the workforce and maintaining our supremacy in the market.

Discussion on Financial Performance with respect to Operational Performance

Your Company as guided by the management to make significant headway across principal growth pillars, strengthening the leadership in the Off-Highway Tires (OHT) segment and initiating the foray into new tire categories for India. Importantly, your company has achieved these milestones while maintaining robust performance on financial and operational metrics.

Sl. No. Production Performance (In tons)	2024 - 2025	2023 - 2024
1 Off Highway Tyres & Wheels	8,989.41	8,085.45

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

HUMAN RESOURCES

Your company firmly believes that human resources play a vital role in its continued growth and success. As a part of Middle management development, program has been rolled out for enhancing the leadership skills among [28] the middle level managers. To increase the effectiveness of sales, sales members, sales effectiveness program has been conducted.

During the year, your company maintained healthy, cordial and peaceful industrial relations with the workers and employees at all levels. The total number of employees as on 31st March 2025 was 288.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the first proviso to Section 136 of the Act, these reports and accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining the same may write to the Company Secretary. The said information is available for inspection by the members at the Registered Office of the Company on any working day of the Company upto the date of 23rd Annual General Meeting. The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure I and forms part of this Report.

Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished to the members.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”]

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 there under for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the financial year 2024-25.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Board affirms that the Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017.

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail the Mechanism.

The Whistle Blower Policy covering all employees and Directors is hosted in the Companys Website www.emeraldtyres.com.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed in "Annexure V".

LISTING

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 12th December, 2024. The Company has paid the annual listing fee for the financial year 2025-26. The Equity Shares of the Company has the electronic connectivity under I SIN No. INE0RHD01013

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans or Guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of investments made by the Company are given in the notes to the financial statements.

RISK MANAGEMENT POLICY

Key Business Risks are identified by the Company and reviewed by the Senior Management on a regular basis. In addition, the Board of Directors review the key risks identified and the mitigation plan initiated by the Company on the half year basis. The list of key risks is also revisited and modified as per the changing scenario. Accordingly, the Company periodically submits the Risk Management Report to the Audit Committee and Board for their review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

AUDITOR

Statutory Auditors:

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rajani & Co, Chartered Accountants, Chennai (FRN: 003433S), has been appointed as Statutory Auditors of the Company for a term of 5 years to hold office from the 20th Annual General Meeting (AGM) up to the conclusion of 25th AGM to be held for financial year ending March 31, 2027.

There were no qualifications, reservations or adverse remarks made by the Auditors in their report and no fraud was reported under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor

Your Company has taken initiative to appoint a Secretarial for the year 2024-25, after the closure of the year, Company has received a proposal from M/s. Alagar & Associates LLP (Formerly known as M.Alagar & Associates), Practising Company Secretary (FRN: L2025TN019200), Chennai to conduct the Secretarial Audit for the FY 2024-25. Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors of the company on recommendation of Audit Committee, at their meeting held on 15th April 2025 had appointed M/s. Alagar & Associates LLP (Formerly known as M.Alagar & Associates), Practising Company Secretary (FRN: L2025TN019200), Chennai as a secretarial auditor to conduct the Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report issued in Form MR-3 by M/s. Alagar & Associates LLP Practising Company Secretary in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025 is annexed as "Annexure VI". The observations and comments, if any, appearing in the secretarial audit report are self-explanatory and do not call for any further explanation/ clarification. The secretarial auditor report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board of Directors in their meeting held on 12th June 2024, has approved the appointment of M/s. Starp & Associates (FRN: 004143) Cost Accountants, as Cost Auditors for the financial year ending March 31, 2025.

In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors) Rules, 2014, Company is required to maintain cost records and accordingly, such accounts and records are maintained by the Company. Further, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by members at the ensuing annual general meeting.

Disclosure about Cost Audit

Filing of Cost Audit Report	2024 - 2025	2023 - 2024
Due Date	30.09.2025	30.09.2024
Actual Date	30.08.2025 (tentatively)	30.09.2024
Cost Auditor Details	M/s. Starp & Associates	M/s. Starp & Associates
Audit Qualification in Report	-	Nil

Internal Auditor

The Board has appointed M/s. Santhosh Jayamanoj & Associates, Chartered Accountants as Internal Auditors for a period of 1 (One) year for Financial Year 2023-24 under Section 138 of the Companies Act, 2013 and they have completed the Internal Audit as per the scope as defined by the Audit Committee.

The Board in their meeting held on 12th June 2024 appointed M/s. Santhosh Jayamanoj & Associates, Chartered Accountants as Internal Auditors for a period of 1 (One) year for Financial Year 2024-25 under Section 138 of the Companies Act, 2013.

BOARD EVALUATION INCLUDING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors (without the participation of the relevant director) was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015 that the Independent Directors of the Company continue to meet the criteria of their Independence laid down in Section 149(6) and continue to be included in the Data Bank maintained by the Indian Institute of Corporate Affairs and the online proficiency self - assessment test requirement pursuant to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the Independent Directors met on 1st January 2025 without the presence of Non - Independent Directors and members of the Management to evaluate the performance of the Non - Independent Directors & Board as a whole.

In the opinion of the Board, all the Independent Directors of the Company possess the requisite integrity, expertise, experience to perform their duties effectively.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The company has implemented a robust Familiarization Program for independent directors, aiming to equip them with the necessary knowledge, insights, and exposure to effectively discharge their responsibilities. The program includes comprehensive induction, periodic updates on industry trends, site visits, relevant training programs, access to information, and regular interactions with senior management. By actively engaging independent directors and providing them with the necessary resources, we strive to foster a well-informed and engaged Board that contributes to effective governance and value creation.

PREVENTION OF INSIDER TRADING

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companys website and can be assessed at www.emeraldtyres.com

DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and; Remuneration of Managerial Personnel) Rules, 2014 have been annexed in "Annexure I".

Internal Control Systems and their Adequacy

Your Company has established internal control systems commensurate with the size and nature of business. It has put in place systems and controls across the Company covering various financial and operational functions. Company through its own Internal Audit Department carries 41 out periodical audits at various locations and functions based on the audit plan as approved by the Audit Committee. Some of the salient features of the Internal control systems are:

(1) An integrated ERP system connecting all plants, sales offices, head office, etc.

(2) Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of Companys operations.

(3) Assets are recorded and system put in place to safeguard against any losses or unauthorized disposal.

(4) Periodic physical verification of fixed assets and Inventories. Key observations arising out of the Internal Audit are reviewed at the Audit Committee meeting and follow up action taken.

AUDIT TRAIL

Ministry of Corporate Affairs vide the Notification dated 24.03.2021 has mandated that every company which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. Accordingly, your Company has already in past placed an accounting software in place which records the audit trail of each and every transaction which creates an edit log of each change made in the books of accounts and the audit trail is being preserved by the Company as per the Statutory requirements

POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

Your Company has adopt the policy for the preservation of Documents and Archival of Documents to ensure that all the necessary documents and records of the Company are adequately protected and preserved as per the Statutory requirements which is available on website www.emeraldtyres. com.

INVESTOR GRIEVANCES REDRESSAL STATUS SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status.

Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. There is no pending complaints on the SCORES as of 31st March 2025.

Board diversity

Your Company embraces the importance of a diverse Board in its success. The details on Board diversity is given below.

The Company recognizes and embraces the benefits of having a diverse Board and views increasing diversity at Board level as an essential element in maintaining a competitive advantage. A mix of Executive, Independent and other NonExecutive Directors including woman Director is one important facet of diverse attributes that the Company desires. A truly diverse Board should have good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions between Directors. These differences will be considered in determining the optimum composition of the Board and when possible and balanced appropriately.

Policy on Board Diversity & Director Attributes covering the above aspect of above is hosted in the company website www.emeraldtyres.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2025, as per the applicable accounting standards have been followed and that there were no material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit of the company for the year under review;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity.

iv) That the Directors have prepared the annual accounts for the year ended 31st March 2025 on a "going concern basis."

v) That 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;

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

COMPANYS WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.emeraldtyres.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.

VALUATION

There were no instances where your Company required valuation to be done at the time of one time settlement or while taking loan from the Banks or Financial Institutions.

INSURANCE

The company has taken very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risk.

KEY FINANCIAL RATIOS

Description	U/M	2024-25	2023-24
Debtors Turnover	Times	3.66	3.57
Inventory Turnover	Times	2.07	1.84
Interest coverage ratio	Times	2.82	3.17
Current ratio	Times	1.35	1.26
Debt Equity ratio	Times	0.65	1.13
EBITDA Margin	%	13.79	18.31
Net Profit Margin	%	5.13	8.30
Return on Captial Employed	%	11.31	17.85

CREDIT RATING AND REVISION THERETO

The Company had received Credit Rating from CARE Ratings for its Long Term and Short Term financial Facilities as BBB-

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements which the meaning of applicable laws and regulations. Actual results might differ from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT

Your Directors thank the Banks, Customers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your Directors also place on record their appreciation for the services by the employees of the Company

	For and On Behalf of the Board of Directors for Emerald Tyre Manufacturers Limited
	V T Chandhrasekharan
Place: Chennai	Chairman & Managing Director
Date : 06th August 2025	DIN No. 00628816