Viaz Tyres Ltd Directors Report

Boards Report

To,

The Members,

Viaz Tyres Limited

The Board of Directors of the Company have great pleasure in presenting the 7th Boards 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 (Rs.) - 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 Companys 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 COMMITMENTS 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 Companys 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:

Sr. No.	Name & DIN of Director	Designation	Appointment/Resignation	Date of 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.

II. Nomination & Remuneration 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 & 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 Companys 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 NonExecutive 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 Companys 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 arms 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 Auditors 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 Auditors 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 Companys 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 Companys 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 Remuneration 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 Companys 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 202425 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 Companys 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 companys 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