Dear Members,

Your Directors are pleased to present the 65^th Annual Report of the Company along with the Company's Audited Financial Statements for the Financial Year ended March 31, 2026 ('Year').

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2026 is given below. The figures of the current Financial Year and previous Financial Year have been prepared in accordance with the Indian Accounting Standards ("Ind AS”).

(in Lakhs)

2. FINANCIAL HIGHLIGHTS

During the Financial Year 2025-26, the total income was Rs. 249,458 Lakhs as compared to Rs. 262,557 Lakhs in the previous Financial Year 2024-25.

The revenue from operations during the year 2025-26 was Rs. 247,588 Lakhs as compared to Rs. 260,805 Lakhs in the previous Financial Year 2024-25, decrease by 5.07%.

Profit before tax (PBT) during the year was Rs. 8,316 Lakhs as compared to Rs. 7,468 Lakhs in the previous Financial Year 2024-25, an increase of 11.36%.

The total comprehensive income stood at Rs. 5,837 Lakhs as compared to Rs. 5,610 Lakhs in the previous Financial Year 2024-25, an increase of 4.05%.

Capital expenditure incurred during the year amounted to Rs.1,475 Lakhs as compared to Rs. 2,181 Lakhs in the previous Financial Year 2024-25. The interest and other finance cost was Rs. 516 Lakhs as compared to Rs. 468 Lakhs in the previous Financial Year 2024-25.

3. OPERATIONS

The Company manufactures and sells automotive tyres viz. farm tyres and commercial truck bias tyres at its Ballabgarh plant. The Company also markets and sells passenger car tyres which are manufactured by Goodyear South Asia Tyres Private Limited ('GSATPL'), Aurangabad, in the replacement market. Other products which the Company markets and sells include tubes and flaps.

The Farm OE segment has seen a decline of -7% in the Financial Year 2025-26 on Y-O-Y basis. This was primarily due to the headwinds from the strategic review announcement by the Company in the first quarter of the financial year. In April 2025, the Company received a communication from its ultimate parent company, The Goodyear Tire & Rubber Company, indicated its intention to undertake a strategic review of the Company's farm tire business to evaluate all strategic, operational and financial opportunities related to that business. On December 5, 2025, the Company received a subsequent communication from The Goodyear Tire & Rubber Company confirming that it has concluded the previously announced strategic review of its Farm Tire business in India and at this time has made the decision to retain ownership of the business.

The Company acknowledges the outcome of the strategic review and remains committed to the continued strengthening and expansion of its farm tire business in India, in alignment with its long-term strategic objectives and its focus on delivering sustainable value to all stakeholders.

Financial Year 2026-27 looks positive, with strong growth in farm mechanization, supported by government initiatives and advancements in technology. However, challenges of strong climate uncertainties remain. OEMs that focus on sustainability, innovation, and accessibility are well- positioned to capture the growing demand for farm machinery in India including the shift to newer application.

Farm Replacement segment has seen a decline of -7% in the Financial Year 2025-26 on Y-O-Y due to multiple challenges including portfolio gap & intense competition. However, efforts are being directed at growing distribution footprint and channel presence, while also prioritizing product quality.

In Financial Year 2026-27, the business is focused on portfolio enhancement through strategic new product launches, addressing white spaces, and further improving consumer satisfaction, while continuing to strengthen Goodyear's position in the market by leveraging its strong brand leverage & equity.

This approach is aimed at ensuring that Goodyear tires remain the preferred choice for consumers.

Urban consumption in India for the fiscal year was characterized by a "K-shaped" resilience. While high-end premium segments continued to grow, the broader urban mass market has shown signs of slowdown. High-income urban households are driving growth in specific categories, while middle-to-lower-income urban consumers are tightening their belts. In the automotive category, Luxury and SUVs segments saw healthy growth, whereas entry-level hatchbacks and budget sedans remained largely flat or declined. High housing and rental costs coupled with moderating wage growth in organized urban sector have squeezed discretionary spending for the urban middle class. However, Consumer Replacement business continued its focus to strengthen its presence in target market segments through continued focus on following key initiatives:

• Modernization of product portfolio through the launch of technologically advanced products like Assurance Maxguard SUV.

• Driving market penetration by strengthening distribution channels and optimizing availability of products nationwide.

• Integrating analytics and digital tools to strengthen customer relationships and drive higher productivity.

For the Financial Year 2026-27, the Company will continue to introduce consumer centric innovation products, improve service through technological advancements streamline its distribution network.

4. DIVIDEND

The Board has recommended a Final Dividend of Rs. 26.50/- per equity share amounting to Rs. 6,113 lakhs for the Financial Year 2025-26 as against Final Dividend of Rs. 23.90/- per equity share in the previous Financial Year 2024-25.

The Dividend recommendation is in accordance with the Dividend Distribution Policy of the Company available at the Investors Relations section on the Company's website at www.goodvear.co.in/investor-relations

The Final Dividend of Rs. 26.50/- per equity share, as recommended by the Board for the Financial Year 2025-26, shall be paid to the eligible members within the stipulated time-period, if approved at the ensuing Annual General Meeting (AGM) of the Company.

5. TRANSFER TO GENERAL RESERVE

During the Financial Year 2025-26, the Company has not transferred any amount towards General Reserve.

6. AWARDS AND RECOGNITIONS

During the Financial Year 2025-26, the Company has been recognized among India's Tyre Supply Chain Champions by the Institute of Supply Chain Management (ISCM). This recognition

highlights Company's excellence in supply chain governance, planning discipline, and operational efficiency. It also reflects our team's unwavering commitment to global standards in quality, compliance, and risk management, ensuring reliable performance across manufacturing and supply chain operations.

The Company has also been recognized as one of the Best Organizations to Work For 2025 by ET Edge, a prestigious initiative of The Economic Times, one of India's leading newspapers. The recognition celebrates the Company's commitment to fostering a people-first workplace, with a strong emphasis on organizational culture, employee wellbeing, and transformative leadership within the manufacturing sector.

7. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 ("the Act”), the Directors make the following statements that:

(i) In the preparation of the annual accounts for the Financial Year 2025-26, the applicable accounting standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for that period;

(iii) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts for the Financial Year 2025-26 have been prepared on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. FUTURE OUTLOOK

Indian Economy

Growth in India is projected at around 6.6% in FY27, as higher energy prices caused by the Middle East conflict and supply chain disruptions weigh on economic activity. Even with the slowdown, India remains among the fastest-growing major economies in the world, as per the World Bank's economic update.

Despite significant downside risks stemming from the current geo-political conflicts, the economy's strong macroeconomic fundamentals and policy buffers offer some insulation. Substantial foreign reserves, low inflation, a healthy financial

sector, and trade diversification efforts play a major role in providing resilience from external headwinds.

Despite an increase in US tariffs on India's merchandise exports in August 2025, the Indian economy continued to be the fastest- growing major economy in Financial Year 2025-26. Growth accelerated to 7.6 percent in Financial Year 2025-26, up from 7.1 percent in Financial Year 2024-25.

India's long-term growth trajectory is underpinned by robust fundamentals: a youthful demographic, a rising middle class, and accelerating digital adoption. This landscape is poised to catalyze demand across all categories, with a notable shift toward premium and high-tech offerings in both essential and discretionary spending

India's economic landscape is being reshaped by a multi-pillar growth strategy. While robust infrastructure initiatives optimize our logistics and connectivity, PLI schemes are revitalizing domestic manufacturing and strengthening our self-reliance. Meanwhile, our digital-first services sector continues to lead globally, leveraging widespread digital transformation to turn traditional industries into hubs of innovation and high-value productivity.

India's trajectory toward becoming a primary global economic hub is supported by strong fundamentals, yet long-term success hinges on several critical levers. These include the efficient utilization of human capital, the durability of reform initiatives, and the mitigation of structural bottlenecks. By driving productivity gains and incentivizing innovation, India can successfully transition from potential to a sustained, high- value economic reality.

Farm Segment

The Indian farm segment continued to demonstrate resilience during Financial Year 2026-27, supported by healthy rural sentiment, improving farm economics, and increasing mechanization across key agricultural markets. The tractor industry witnessed strong momentum during the early part of the year, aided by favorable monsoon conditions in the previous season, improved liquidity, and sustained replacement demand.

Recent GST rationalization on agricultural machinery enabled by positive government policy has emerged as a significant growth catalyst for the tractor industry. Industry reports indicate that lower GST rates have reduced tractor acquisition costs by Rs.40,000-Rs.1,00,000 across segments, improving affordability for farmers and accelerating mechanization adoption. Combined with favorable monsoon outlook and improved rural sentiment, the tax reduction has supported record tractor sales, increased first-time ownership, and strengthened demand across the agricultural value chain. The long-term impact is expected to be higher farm productivity, deeper mechanization penetration, and sustained growth for tractor manufacturers and allied industries.

The industry also continued to benefit from rising adoption of higher HP tractors, increasing mechanization in emerging rural markets, and growing preference for productivity-led farming solutions. Replacement demand remained stable and continued to support aftermarket opportunities across the value chain.

At the same time, the industry remained cautious of potential headwinds including monsoon variability, geopolitical tensions impacting fuel and fertilizer prices, commodity inflation, and moderation in industry growth following the strong performance witnessed in FY26.

Despite these external challenges, the long-term outlook for the Indian farm segment remains positive, driven by structural factors such as increasing rural infrastructure development, higher farm mechanization penetration, and continued focus on agricultural productivity enhancement.

Market Size & Growth Outlook

The Indian agricultural tractor market is estimated at ~USD 8.28.5 billion in 2025 and is projected to reach ~USD 11.5-12 billion by 2030, reflecting a CAGR of ~6.5%-7%. Growth is expected to remain resilient, supported by increasing mechanization, favorable government policies, and continued rural demand recovery.

Source: www.mordorintelligence.com

Key Growth Drivers

• Government Support: Continued push through subsidies, financing support, and schemes such as PM-KISAN, PM-KUSUM, SMAM, and irrigation-focused initiatives is accelerating farm mechanization adoption.

• Technological Advancements: Growing adoption of precision farming, GPS-enabled tractors, telematics, and early-stage electric tractor solutions is reshaping the segment.

• Shift in Farm Economics: Gradual consolidation of land holdings and increasing commercial farming are driving demand for higher horsepower tractors (>50 HP) and productivity-focused equipment.

• Horticulture & Cash Crop Expansion: Increased acreage under horticulture and high-value crops is boosting demand for specialized and compact tractors.

• Labour Constraints Rural labour shortages, driven by migration and demographic shifts, continue to push farmers toward mechanization-led efficiency.

Emerging Challenges

Key challenges facing the Indian tractor market include climate volatility and erratic monsoons impacting farm incomes and purchasing decisions, rising input costs for fuel, steel, and components pressuring margins, the continued dominance of small and marginal landholdings limiting adoption of higher- value machinery, and increasing competition from alternative mechanization solutions such as power tillers, mini-tractors, and harvesters in select regions.

OEM Strategic Focus Areas that are shaping farmer economies are:

• Product Diversification: OEMs are expanding portfolios across electric, hybrid, and smart tractors, integrating features like auto-steer, precision controls, and farm analytics.

• Localized Innovation: Strong focus on region-specific solutions tailored to crop patterns, soil types, and operating conditions.

• Sustainability & Efficiency: Increasing emphasis on fuel efficiency, low emissions, and total cost of ownership (TCO) optimization.

• Digital Integration: Adoption of IoT, telematics, and app-based ecosystems for fleet monitoring, predictive maintenance, and farmer engagement.

Outlook Summary:

The Indian farm tractor industry in Financial Year 2026-27 is expected to witness stable and sustainable growth, supported by:

1. Continued policy support towards rural and agricultural development,

2. Increasing mechanization across farming activities,

3. Growing adoption of advanced and productivity-led farming solutions, and

4. Rising focus on efficiency, sustainability, and farmer profitability.

The industry is also expected to benefit from improving rural infrastructure, replacement demand, and increasing preference for higher HP and technology-enabled tractors. OEMs that continue to invest in innovation, fuel efficiency, product reliability, and customer-centric solutions will be best positioned to strengthen their market presence.

As India continues its focus on agricultural modernization and productivity enhancement, the farm tractor industry will continue to play a critical role in improving farm efficiency, reducing labor dependency, and contributing to the country's long-term rural and economic growth.

Consumer Replacement Segment:

The Consumer Replacement Tyre Segment saw muted growth in Financial Year 2025-26, reflecting a broader deceleration in urban consumption. However, the long-term outlook remains highly positive; favorable demographic shifts and significantly under-penetrated vehicle ownership levels are expected to drive a robust resurgence in demand over the coming years.

Market dynamics are shifting as SUVs and premium cars overtake traditional hatchbacks, driven by a younger, more affluent demographic. While in its early stages, the EV market is accelerating rapidly due to rising fuel costs and state support. We have positioned the Luxury, SUV, and EV segments at the core of our growth strategy, focusing our organizational energy on these high-margin categories. With an increasing vehicle parc and greater consumer awareness regarding tire performance, the replacement sector is poised for sustained expansion.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

Appointment/Re-appointment and/or Cessation/Resignation of Directors and KMP during the Financial Year 2025-26:

Mr. Gajender Singh (DIN: 10681092) resigned as Whole Time Director (Key Managerial Personnel) of the Company from the close of business hours on April 06, 2025. However, Mr. Singh has continued to work with Company as Director - Supply Chain, India (Senior Management Personnel) of the Company.

Mr. Sunil Modi resigned as Interim Chief Financial Officer (Key Managerial Personnel) of the Company from the close of business hours on April 06, 2025. However, Mr. Modi has continued to work with the Company as Finance Controller- India.

The Board in its meeting held on March 27, 2025 appointed Mr. Sandeep Garg (DIN: 10360979) as Additional Director, Whole time Director and Chief Financial Officer w.e.f. April 07, 2025. Subsequently, the Members, vide resolution passed through Postal Ballot on June 07, 2025 (i.e. the last date of e-voting) approved the appointment of Mr. Sandeep Garg (DIN: 10360979) as Whole-Time Director (Key Managerial Personnel) of the Company w.e.f. April 07, 2025.

Ms. Varsha Chaudhary Jain (DIN: 08388940) resigned as Whole Time Director (Key Managerial Personnel) of the Company from the close of business hours on December 31, 2025.

The second term of Mr. Rajiv Lochan Jain (DIN: 00161022), as an Independent Non-Executive Director of the Company, completed from the close of business hours on December 31, 2025.

The Board at its meeting held on November 06, 2025, appointed Mr. Gajanan Vithal Gandhe (DIN: 02023395) as an Independent Non-Executive Director of the Company for a term of 5 consecutive years effective from January 01, 2026. Subsequently, the Members, vide resolution passed through Postal Ballot on December 23, 2025 (i.e. the last date of e-voting) approved the appointment of Mr. Gajanan Vithal Gandhe (DIN: 02023395) as Independent Non-Executive Director of the Company w.e.f. January 01, 2026.

The Board at its meeting held on January 07, 2026, appointed Mr. Anil Kumar Singh (DIN: 11368937) as an Additional Director w.e.f. January 07, 2026, and Non-Executive Director of the Company with effect from January 07, 2026. Subsequently, the Members, vide resolution passed through Postal Ballot on 21, 2026 (i.e. the last date of e-voting) approved the appointment of Mr. Anil Kumar Singh (DIN: 11368937) as NonExecutive Non-Independent Director of the Company w.e.f. January 07, 2026.

The key changes in the Board of Directors and Key Managerial Personnel of the Company after March 31, 2026, till the date of this Report are as follows:

• Mr. Anil Kumar Singh (DIN 11368937) resigned as NonExecutive Non-Independent Director of the Company from the close of business hours of May 31, 2026.

• The Board at its meeting held on May 28, 2026 appointed Mr. Rohitashv Sharma (DIN: 11735730) as an Additional Director w.e.f. June 01, 2026 and Whole Time Director of the Company with effect from June 01, 2026 subject to approval of members at the ensuing Annual General Meeting of the Company.

None of the Director is disqualified from being appointed as or holding office of Directors as stipulated in Section 164 of the Act.

Pursuant to Section 149 (6) and 149 (7) of the Act and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) 2015”], the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence and that they are not disqualified from continuing as Independent Directors as on March 31, 2026.

The Independent Directors have also confirmed that they have complied with the applicable provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Based on the declarations received and assessment of the integrity, expertise, experience and proficiency of the Independent Directors, the Board of Directors is of the opinion that all the Independent Directors are persons of integrity and possess the requisite expertise and experience. The Board is further of the view that their continued association with the

Company as Independent Directors is in the best interests of the Company.

Pursuant to Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Sandeep Garg (DIN: 10360979), Whole Time Director and Chief Financial Officer of the Company, will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board has recommended his re-appointment to the Members. In this regard, his brief resume along with his expertise in specific functional areas, names of companies in which he holds directorships, Committee membership(s) / Chairmanship(s), shareholding etc. as stipulated under Secretarial Standard-2 issued by the Institute of Companies Secretaries of India (ICSI) and Regulation 36(3) of the SEBI LODR, 2015, is appended as an Annexure to the Notice of the ensuing AGM.

During the Financial Year 2025-26, the Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC”), carried out the annual performance evaluation of the Board, its Committees and individual Directors including Chairman and Independent Directors, in accordance with the applicable provisions of the Act and SEBI (LODR), 2015.

The performance evaluation was conducted through a structured questionnaire formulated by the NRC, covering various evaluation criteria, inter alia, the composition of the Board and its Committees, frequency and conduct of Board and Committee meetings, participation of Directors, performance of the Board, Individual Directors including Chairman and Committees, clarity of roles and responsibilities, and the Board's oversight and guidance on corporate strategy, including major plans, policies, budgets, performance and expenditure.

Feedback was sought from each Director through the said questionnaire based on the evaluation framework. Thereafter, a consolidated summary of the performance evaluation, compiled by the Company Secretary, was placed before the Board and was reviewed and noted by the Board of Directors.

The Nomination and Remuneration Policy of the Company, as formulated by the NRC and approved by the Board, lays down the criteria for appointment of Directors, Key Managerial Personnel and Senior Management, performance evaluation and the succession planning process. The Policy, inter alia, includes criteria for determining qualifications, expertise and experience, remuneration, and positive attributes such as personal qualities, characteristics and reputation, with a view to attract, retain and motivate competent talent necessary for the successful operation and growth of the Company. The same is available on the website of the Company at www.goodvear.co.in/investor-relations.

The details under Schedule V Part II (Section II) (IV) of the Act are disclosed in the Corporate Governance Report annexed as part of Annual Report.

10. A. BOARD MEETINGS

During the Financial Year 2025-26, ten (10) Meetings of the Board of Directors were held. The details regarding the number of meetings held and the attendance of each Director

at the Board and Committee meetings are disclosed in the Corporate Governance Report annexed to and forming part of this Annual Report.

B. AUDIT COMMITTEE

The Board of Directors has duly constituted the Audit Committee in accordance with the applicable provisions of the Act and the SEBI (LODR) 2015. The details of the composition of the Audit Committee, number of meetings held during the Financial Year 2025-26 and the attendance of members thereat are disclosed in the Corporate Governance Report annexed to and forming part of this Annual Report.

During the year under review, the Board has accepted all the recommendations of the Audit Committee.

11. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2025-26. in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans, provided any guarantees, or made any investments within the meaning of Section 186 of the Companies Act, 2013 during the Financial Year 2025-26.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the Financial Year 2025-26 were in the ordinary course of business and on arm's length basis. All such transactions were placed before Audit Committee for its approval.

The Audit Committee has provided omnibus approval for Related Party Transactions, which are of repetitive nature, on an annual basis in accordance with applicable provisions of the Act and the SEBI (LODR), 2015. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 are annexed as 'Annexure-A' to this Report.

The Policy on dealing with Related Party Transactions is available at the Investors Relations section on the Company's website at www.goodvear.co.in/investor-relations

14. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules made thereunder, the Annual Return of the Company for the Financial Year ended on March 31, 2026 is available at the Investors Relations section on the Company's website at www.goodyear.co.in/investor-relations

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have a Subsidiary, Joint Venture or

Associate Company.

16. AUDITORS

(i) Statutory Auditors and their Report

In accordance with the provisions of the Act and rules made thereunder Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018) were re-appointed as Statutory Auditors to hold office from the conclusion of the 61^st Annual General Meeting (AGM) held on August 01, 2022, until the conclusion of the 66^th AGM to be held in the year 2027. There are no qualifications, reservations or adverse remarks and disclaimers made by Deloitte Haskins & Sells LLP, the Statutory Auditors, in their Audit Report for the Financial Year 2025-26. Further, there was no fraud reported by the Auditors of the Company for the Financial Year 2025-26. Therefore, no detail is required to be disclosed under Section 134(3)(ca) read with Section 143(13) of the Act. In furtherance to response shared in previous year's Annual Report, a fact-finding review was commissioned by the Company through Ernst & Young LLP (EY) after the Company identified variance between book stock and physical inventory of finished goods of farm tyres at its Ballabgarh Plant in November 2024. This was intimated to the stock exchange on February 12, 2025 pursuant to regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The findings in the report was reviewed by the Audit Committee and subsequently noted by the Board of Directors at its meeting held on July 04, 2025. The financial impact of the inventory shortage identified on November 16, 2024, has already been recognized in the Company's financials for the quarter ended December 31, 2024.

The Company has taken cognizance of the modus operandi / findings and initiated appropriate legal and disciplinary actions against those involved. Proactive measures, including a site security assessment and strengthened controls, have been implemented.

The Company has used accounting software for maintaining its books of account for the Financial Year ended March 31, 2026 wherein the accounting software is having audit trail (edit logs) feature of capturing logs for transactions processed through transaction codes (user interface) and the same has operated throughout the year for all relevant transactions recorded in the software, except for direct changes to certain tables at application level and for that the Company is exploring the options to implement. Statutory Auditors of the Company has also mentioned in their Report that during the course of the audit, they did not come across any instance of the audit trail feature being tampered with respect of the transactions posted through transaction codes in accounting software for which the audit trail feature was operating. Additionally, the audit trail that was enabled and operated has been preserved by the Company as per the statutory requirements for record retention.

During the Financial Year 2025-26, the remuneration paid to Managing Director of the Company exceeded 5% of the Net profits of the Company, and the aggregate managerial remuneration paid to all the executive Directors, including the Managing Director, exceeded 10% and overall managerial remuneration paid exceeded 11% of the Net Profits of the Company calculated as per section 197 of the Companies Act. In compliance with the provisions of the Act, the Company shall seek the approval from the shareholders at the ensuing Annual General Meeting.

The Government of India, vide notification dated November 21, 2025, has brought into effect the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "Labour Codes”), which subsume and replace multiple existing labour legislations. In accordance with Ind AS 19 - Employee Benefits, changes to employee benefit plans arising from the implementation of the Labour Codes are treated as plan amendments. Accordingly, the impact of such changes is required to be recognised immediately in the Statement of Profit and Loss as past service cost. This accounting treatment is in line with the guidance issued by the Institute of Chartered Accountants of India.

Pursuant to the above, during the previous quarter ended December 31, 2025, the Company had assessed the impact of the Labour Codes and recognised past service cost aggregating to ?194 lakhs towards gratuity and compensated absences, which was included under Employee Benefits Expense in the financial results for the said period.

During the current quarter, based on actuarial valuation, the Company has reassessed the impact and recognised an additional past service cost of ?1983 lakhs in respect of gratuity and compensated absences pertaining to the previous quarter. The said amount has been presented as Exceptional Item in the financial results for the quarter ended March 31, 2026. Accordingly, the impact recognised in previous quarter ended December 31, 2025 has been reclassified to the "Exceptional Item” in line with the current quarter.

The Company continues to closely monitor developments relating to the notified rules under the Labour Codes, including further clarifications and guidance from regulatory authorities, and will assess the consequential accounting implications, if any, in the periods ahead.

(ii) Cost Auditors and their Report

Pursuant to the Section 148 of the Act read with applicable rules made thereunder and on recommendation of Audit Committee of the Company, M/s Vijender Sharma & Co.

(FRN: 000180), Cost Accountants, were re-appointed by the Board as Cost Auditors for conducting the audit of the cost records maintained by the Company for the Financial Year 2026-27, subject to ratification of remuneration by the Members in the ensuing AGM. The Company had received a consent from Cost Auditors to the effect that their re-appointment would be within the limits prescribed under section 141(3) of the Act and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Act.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Act are made and maintained by the Company.

(iii) Secretarial Auditors and their Report

In accordance with the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant provisions of the Act and rules made thereunder, Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500) were appointed as Secretarial Auditors of the Company for a period of five consecutive years commencing from financial year 2025-26 till the financial year 2029-30.

Pursuant to the provisions of Section 204 of the Act, the Secretarial Audit Report is annexed herewith as 'Annexure-B' to this Report duly certified by Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), as Secretarial Auditors of the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company, which is based on applicable guidance on Internal Financial Control, is adequate and effective. The Internal Financial Controls and its adequacy and operating effectiveness is included in the Management Discussion and Analysis Report annexed as 'Annexure C', forming a part of this Report.

18. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has formulated its Vigil Mechanism (Whistle Blower Policy) to deal with concerns/complaints of directors and employees, if any. The details of the Policy are also provided in the Corporate Governance Report annexed as part of Annual Report and the Policy is available at the Investors Relations section on the Company's website at www.goodvear. co.in/investor-relations.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (LODR) 2015, a detailed Management Discussion & Analysis Report forming part of the Annual Report is annexed as 'Annexure-C' to this Report.

20. HUMAN RESOURCES Industrial Relations

During the year under review, the Company continued to maintain harmonious and stable industrial relations across its operations, supported by sustained and constructive engagement with employees.

The Company remained focused on capability building through the implementation of structured learning and development programs covering critical areas such as ethics and compliance, workplace discipline, safety, and environmental sustainability. These initiatives were aimed at strengthening functional and behavioral competencies while reinforcing a culture of accountability and responsible conduct.

Employee engagement continued to be a key priority. The Company undertook several initiatives to strengthen communication and foster inclusivity, including skip-level meetings, structured interactions between new employees and senior leadership, and observance of cultural events and organizational milestones. These initiatives contributed to enhancing employee connect and sustaining a positive work environment.

The Company's rewards and recognition framework continued to play a pivotal role in acknowledging individual and team contributions. The framework is designed to promote meritocracy, encourage high performance, and align employee efforts with organizational objectives.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has continuously strived to be a socially, ethically and environmentally responsible corporate entity. In Financial Year 2025-26, the Company invested in CSR projects on Environment Sustainability and Women Empowerment. Implementation of these projects were carried out through various implementation partners with expertise in Environment and Women Empowerment related projects being carried out in the communities of Faridabad, Haryana and Barnala, Punjab where the Company's manufacturing facilities and business operations are located. The Company has also identified a project on Road safety

During the Financial Year 2025-26, the Company had a total CSR obligation of Rs. 252.02 Lakhs, against which it has spent Rs. 172.49 Lakhs. The amount remaining unspent for FY 202526 stands at Rs. 79.53 Lakhs. The unspent amount pertains to ongoing CSR project which could not utilize the full amount allocated during the year as considerable time was devoted to identifying and evaluating projects aligned with the Company's CSR objectives, including selection of suitable implementing agencies, and designing structured, multi-year projects aimed at achieving sustainable impact.

The unspent CSR amount has been transferred to the Unspent CSR Account in accordance with the provisions of Section 135(6) of the Companies Act, 2013 and shall be utilized in the Financial Year 2026-27 in pursuance of the Company's CSR Policy and in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The annual report on CSR activities as required under the Act and rules made thereunder including the CSR activities undertaken by the Company during the year are set out in 'Annexure-D' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the CSR Policy is also available at the Investors Relations section on the Company's website at www.goodyear. co.in/investor-relations.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT(BRSR)

Business Responsibility and Sustainability Report for the Financial Year 2025-26 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR), 2015 is annexed as 'Annexure-E' to this Report.

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

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as 'Annexure-F' to this Report.

24. RISK MANAGEMENT POLICY

The Board has constituted a Risk Management Committee in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Risk Management Committee has formulated the Risk Management Policy for the Company.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said Policy, an Internal Committee (IC) is duly constituted by the Company. Further, during the Financial Year 2025-26, no complaint was received by the Company.

26. PARTICULARS OF EMPLOYEES [SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]

The information required pursuant to Section 197 of the Act read with Rules 5 (1) is attached as Annexure-G of this Report. Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided to members upon request in writing made before the AGM wherein Financial Statements for the Financial Year 2025-26 are proposed to be adopted.

In terms of Section 136 of the Act read with MCA Circulars, the copy of the Annual Report is being sent to the Members and others entitled thereto and is also available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Act read with Rule 6 of Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time thereof), the dividends {unpaid/ unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account} and underlying equity shares {on which dividend has not been paid or claimed by the members for seven consecutive years} are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Accordingly, the Company has transferred the following Dividend and Equity Shares during the Financial Year 2025-26 to IEPF Authority:

28. OTHER INFORMATION

(i) Right Issue/Preferential issue/Shares with differential voting/Sweat Equity/ Employee Stock Option

The Company has neither come up with any Right Issue/ Preferential Issue/issuing shares with differential voting rights, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the Financial Year 2025-26.

(ii) Significant and material orders passed by the regulators

No significant and material orders have been passed during the Financial Year 2025-26 by the regulators, courts or tribunals affecting the going concern status and Company's operations in the future.

(iii) Material Changes & Commitments

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the Financial Year and upto the date of this Report.

(iv) Change in Nature of business, if any

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

(v) Compliance with Secretarial Standards

The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings) issued by the by ICSI.

(vi) Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding under the Insolvency and Bankruptcy Code, 2016 ("IBC Code”) during the Financial Year 2025-26 and does not have any pending proceedings related to IBC Code. The Company has not made any onetime settlement during the Financial Year 2025-26 with Banks or Financial Institutions.

(vii) Statement with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961

The Company has complied with applicable laws and regulations relating to maternity benefits during the Financial Year 2025-26. The Company are compliant with statutory requirements, and our policies/culture are committed towards diversity, equity, and inclusion.

29. ACKNOWLEDGEMENT

The Board of Directors expresses its sincere appreciation to all stakeholders for their continued trust, confidence, and unwavering support. The Board is deeply grateful for their invaluable contributions to the Company's growth and success.

The Board reaffirms its commitment to upholding the highest standards of honesty, integrity, and respect, and remains dedicated to acting responsibly and remaining fully accountable to all stakeholders.

Your Company's organizational culture is anchored in professionalism, integrity, and a commitment to continuous improvement across all functions, with a strong focus on the efficient utilization of resources to achieve sustainable and profitable growth.

The Directors place on record their sincere appreciation for the dedicated services rendered by employees at all levels. The Board also acknowledges with gratitude the valuable cooperation and support received from various Government Authorities, Banks and Financial Institutions, as well as other key stakeholders, including members, customers, and suppliers.