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)

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:

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
Auditor's Report thereon form part of
Annual Report and may be accessed on the
Company's 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 Company's
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 arm's 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 arm's 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 Company's 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
Company's 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 Company's
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:

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.

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 Company's 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:

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.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company's 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
Company's 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.

^Resigned 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 Company's
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 India's
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.

India's 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
India's growth. India's 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 Company's 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 Company's 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 company's 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.

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
Company's 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

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
company's 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 Company's 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 Non¬
Executive 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.

DIRECTOR’S 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.

COMPANY’S 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

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 Company's
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 : 06^th August 2025 DIN No. 00628816