As on: Aug 02, 2026 01:20 AM
To,
The Members of CEAT Limited,
The Directors of the Company are pleased to present Sixty-Seventh Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the year ended March 31, 2026.
Financial Summary and Highlights
Particulars
Total Revenue
Tax expense:
Total Comprehensive Income for the year
The consolidated gross margin strengthened to 39.40% in FY2025-26 from 37.70% in FY2024-25, an improvement of approx 167 basis points. This was primarily driven by improved sales realisations, a favourable product and geography mix, and market share gains across replacement and OEM segments, supported by benign input cost movement during the year. Consequently, operating expenses as a proportion of revenue declined modestly, aided by scale efficiencies and disciplined cost management, contributing to an EBITDA margin expansion of 184 basis points to 13.16% for the full year. Further, the Company continued to focus on effective cost controls, which resulted in a reduction in operating expenses as a percentage of turnover. On a standalone basis, the Company recorded a net profit of Rs. 81,272 Lakhs against a net profit of Rs. 48,210 Lakhs of the last financial year. The Company's EBITDA stood at Rs. 2,04,237 Lakhs, an increase of about 37% over EBITDA of Rs. 1,48,616 Lakhs of the last financial year.
The Capital Expenditure for the year aggregated to Rs. 1,31,531 Lakhs for expanding capacities across product segments and improving efficiencies.
Debt level saw an increase, with consolidated gross debt increased to Rs. 3,01,079 Lakhs from Rs. 1,92,835 Lakhs.
Healthy debt to EBITDA ratio of about 1.46x.
On consolidated basis, the Company recorded a net or loss: profit of Rs. 69,724 Lakhs, against a net profit of 47,137 Lakhs of the last financial year. The Company's EBITDA stood at Rs. 2,06,300 Lakhs, an increase of 38% over EBITDA of Rs. 1,49,594 Lakhs of the last financial year due to increase in margin recovery. The Company continues to monitor market conditions, particularly raw material prices and exchange rate fluctuations, while maintaining a prudent approach toward working capital and debt management.
In the preparation of Financial Statements, no treatment different from that prescribed in the relevant Accounting Standards has been followed. More details on the Company's business vis-a-vis the overall Industry, economy and markets, etc. are inter-alia, set out in the Management Discussion and Analysis (MDA) section which forms part of this Integrated Annual Report.
Material Changes and Commitments, if any affecting the Financial Position of the Company
There are no material changes and commitments, affecting the financial position of the Company between the end of the Financial Year and the date of this Report.
Dividend and Dividend Distribution Policy
The Directors are pleased to recommend a dividend of Rs. 35 (i.e. 350%) per equity share of face value Rs. 10/- each for FY 2025-26. The dividend for last year was Rs. 30 (300%) per equity share. The recommendation is in accordance with the Company's Dividend Distribution Policy available on https://www.ceat.com/content/ dam/ceat/pdf/Corporate_Governance/Other_Policies/ CEAT%20Dividend%20Distribution%20Policy.pdf.
Transfer to General Reserve
As permitted under the Companies Act, 2013 (‘the Act'), the Directors do not propose to transfer any sum to the General Reserve for the FY 2025-26.
Subsidiaries, Associate companies and Joint Ventures - as on March 31, 2026*
• Rado Tyres Limited, India
• Taabi Mobility Limited. India
• CEAT Auto Components Limited. India
• Tyresnmore Online Private Limited, India
• CEAT International UK Limited, UK
• CEAT OHT Ventures (Private) Limited, Sri Lanka
• CEAT Brazil Holding Ltda., Brazil
• CEAT OHT Lanka (Private) Limited, Sri Lanka
.• PT CEAT Tyres Indonesia, Indonesia
• CEAT AKKHAN Limited, Bangladesh
• CEAT Tires Inc., USA
• CEAT Tyres B.V. Netherlands
• Associated CEAT Holdings Company (Pvt) Limited, Sri Lanka
*As at March 31, 2026 the Company had 16 subsidiaries, associate companies and joint ventures in aggregate. CEAT GmbH was incorporated on April 20, 2026.
The performance highlights of the Company's subsidiaries and their contribution to the overall performance are disclosed in Form AOC 1 under the Consolidated Financial Statements section of this Annual Report, in accordance with Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. Details of key developments in subsidiaries during the year are provided in the Notes to the Consolidated Financial Statements.
During the year, the following subsidiaries were incorporated:
• CEAT OHT Ventures (Private) Limited, Sri Lanka (May 2, 2025), a step-down subsidiary, and
• C EAT International UK Limited (January 12, Wholly Owned Subsidiary. The UK entity has not commenced operations and accordingly reported no income for FY 2025 26.
The Company has renamed following subsidiaries to better align with their business activities:
Erstwhile Name
The Company completed the acquisition of CAMSO business on September 1, 2025. Further the global ownership of CAMSO brand would vest, after an initial 3 year licensing period.
Sri Lanka Operations
Associated CEAT Holdings Company (Private) Limited (‘ACHL'), the Company's investment arm in Sri Lanka, has a 50:50 joint venture Company viz. CEAT-Kelani Holdings Private Limited which operates 2 manufacturing plants through its wholly owned subsidiary(ies) in Sri Lanka.
Further details are set out herein below. The decline in revenue and profit after tax is primarily due to a reduction in interest income. ACHL's joint venture continues to enjoy the overall market leadership in all categories of tyres in Sri Lanka.
Bangladesh Operations
CEAT AKKHAN LTD ("CAL") is a Bangladesh-based business collaboration in which the Company holds a 70% stake and its local partner holds 30%. The Annual business performance is summarized below:
The financial statements of the subsidiaries, Joint Ventures (JVs) are available on the Company's website and can be accessed at https://www.ceat.com/investors/financial-performance.html
Deposits
The Company has not accepted any deposit during the FY 2025-26 and no such interest is due for payment.
Consolidated Financial Statements
In accordance with Section 129 of the Act and Regulation 34 of the Listing Regulations, read with IND AS 110 - the Consolidated Financial Statements of the Company, form part of this Report.
Directors and Key Managerial Personnel
Appointments / Reappointments:
M r. Apurva Chandra (DIN: 02531655)
w.e.f. October 17, 2025 (Independent Director)
Mr. Paras K. Chowdhary (DIN: 00076807) Appointed
w.e.f. October 17, 2025 (Non- Independent Director)
Mr. Arnab Banerjee (DIN: 06559516) - Re-appointed
w.e.f. April 1, 2026 (Managing Director & CEO)
Resignations:
M r. Praveen Pardeshi (DIN: 01658052) - Resigned w.e.f. from close of business hours on April 10, 2025, due to pre-occupations.
Mr. Paras K. Chowdhary (DIN: 00076807) - Resigned w.e.f. from close of business hours on July 7, 2025, due to personal exigences.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Anant Goenka (DIN: 02089850) is liable to retire by rotation and, being eligible, offers himself for reappointment at the forthcoming Annual General Meeting.
Remuneration received by Managing / Whole-time Director from holding or subsidiary Company
Mr. Arnab Banerjee (DIN: 06559516), Managing Director and Chief Executive Officer does not receive any profit related commission from the Company or any of the subsidiaries of the Company as referred under Section
197 of the Act. No remuneration is received by him from the subsidiary Company(ies). Details of executive compensation are contained in this Annual Report.
Company's Policy on Directors' appointment and remuneration
The Nomination and Remuneration Policy, which lays down the criteria as mandated under Section 178 of the Act and Regulation 19 of the Listing Regulations as amended from time to time is available at https://www.ceat.com/content/dam/ceat/pdf/ NominationandRemunerationPolicy.pdf.
Declaration of independence and statement on compliance of Code of Conduct
All Independent Directors have confirmed compliance with the independence criteria prescribed under the Act and the Listing Regulations, including the Code for Independent Directors. They had no pecuniary relationship or transactions with the Company, other than as permitted under relevant regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, proficiency and expertise and they hold highest standards of integrity. The Directors are compliant with the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as applicable.
Statement regarding the opinion of the Board concerning integrity, expertise and experience (including the proficiency) of the Independent
Directors appointed during the year
In the opinion of the Board, Mr. Apurva Chandra, Independent Director appointed during the year under review, is person of integrity and has relevant expertise and experience.
Board Meetings Held
Not more than 120 days elapsed between 2 meetings as prescribed under Regulation 17 of the Listing Regulations.
Evaluation of Board, its Committees and Directors
In accordance with the Act and Listing Regulations, the Board conducted its annual evaluation, including that of its Committees, the Chairman, and individual Directors details of which are set out in the Corporate Governance Report herein.
Board Committees
In compliance with the Act and the Listing Regulations, the Company has constituted all statutory committees, besides a Finance and Banking Committee. Detailed information on the composition, meetings, and activities of these committees during the year is provided in the Corporate Governance Report. There were no instances during the year where the Board did not accept the recommendations of committees, including the Audit Committee.
Employee Stock Option Scheme
The Board of Directors, pursuant to the recommendation of the Nomination and Remuneration Committee (NRC) at its meeting held on March 18, 2025, approved the institution of the Employees Stock Option Scheme 2025 ("Scheme") for the grant of up to 4,00,000 options. The Scheme was subsequently approved by the Shareholders on May 11, 2025. The NRC granted 1,08,572 options at its meeting held on August 6, 2025. The corresponding no. of shares were acquired by the Trust from the open market during FY 2025-26. The disclosure pursuant to the SEBI (Share based Employee Benefit and Sweat Equity) regulations, 2021 is available on the website of the Company at https://www.ceat.com/ investors/financial-performance.html.
Particulars of Loans, Guarantees or Investments
Details as applicable concerning particulars of Loans, Guarantees and Investments under Section 186 of the Act are provided in the Financial Statements.
Creation of Charge
During the year under review, the details of charges created, modified or satisfied by the Company are provided below:
Date
Related Party Transactions
The Company has formulated a Policy on Related Party Transactions for the identification and monitoring of such transactions. The policy is available on the Company's website at https://www.ceat.com/ investors/corporate-governance.html. Related Party Transactions were placed before the Audit Committee as prescribed under Section 177 of the Act, although no such transactions attracted the provisions of Section 188 of the Act. As such, there are no particulars to be disclosed in the prescribed Form AOC-2.
During the year under review, the Company instituted a voluntary independent review of RPT processes by Deloitte Touche Tohmatsu India LLP. The scope of the review included the process for identification of related parties, existing approval process for related party transactions, mechanisms for tracking, monitoring, and internal controls over RPTs and framework for regulatory disclosures and filings. Basis procedure performed no gaps were found. The review also affirmed that the approval mechanisms and governance processes relating to related party transactions were operating effectively and were in compliance with the applicable ISN framework and governance requirements.
Fund Raising and Redemption
Details of Non - Convertible Debentures issued and redeemed during the year are set out in Corporate Governance Report.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, is available on its website at https://www.ceat.com/ investors/financial-performance.html
ConservationofEnergy,TechnologyAbsorption,
Foreign Exchange Earnings and Outgo
Conservation of Energy
The Company continues to reduce its reliance on conventional energy through hybrid energy inputs and efficiency initiatives across its manufacturing operations. During the year, the use of ~ 1.05 lakh metric tonnes of biomass briquettes in four plants
helped avoid ~ 1.78 lakh metric tonnes of CO
emissions, while steam and power conservation measures prevented an additional ~ 1.02 lakh metric tonnes of CO2 emissions. Further details are set out in the Natural Capital of this Report.
Research and Development (R&D) and Technology Absorption
The Company's R&D centres drive innovation through advanced digital tools, simulation technologies and Gen AI, enabling the development of safer, longer-lasting and energy-efficient tyres while improving development efficiency. Further details are set out in Intellectual Capital of this Report.
Details of expenditure on R&D:
Total
Particulars of Employees
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Integrated Annual Report. However, pursuant to Section 136 of the Act, this Report is being sent to the Members excluding the aforesaid information. Any Member interested in obtaining said information may write to the Company Secretary at the Registered Office and the said information inspection.
Directors' Responsibility Statement
According to Section 134(3)(c) of the Act, the Board of Directors, to the best of its knowledge and belief, states that: I. The applicable Accounting Standards have been followed in the preparation of the annual accounts along with the proper explanation relating to material departure, if any.
II. Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2026 and the Statement of Profit and Loss for the said Financial Year ended March 31, 2026.
III. Proper and sufficient care has 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 have been prepared on a going concern basis.
V. The proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively. VI. The system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and are operating effectively.
Integrated Annual Report
In line with the SEBI Circular, the Company has published an Integrated Annual Report since FY 2019-20, demonstrating its integrated approach to long-term value creation for stakeholders.
Management Discussion and Analysis and Corporate Governance Report
In compliance with Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis (MDA), as approved by the Board, forms part of this Integrated Annual Report and outlines inter-alia the Company's state of affairs. The Report also includes the Corporate Governance Report and General Shareholder Information, as prescribed under Schedule V, along with a certificate from the Secretarial Auditor confirming compliance with Listing Regulations, duly approved by the Board.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations, BRSR describing initiatives taken by the Company inter-alia from ESG perspective forms part of this Integrated Annual Report.
Policies relating to health, safety, and welfare of employees are available on the website of the Company at https://www.ceat.com/content/dam/ ceat/pdf/sustainability-page/ceat-corporate-ehs-policy.pdf.
Auditors
Statutory Auditors
The Members, at the Sixty Third Annual General Meeting of the Company held on June 28, 2022, approved the appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), as the Statutory Auditors of the Company for a term of five (5) years, from the conclusion of the said meeting until the conclusion of the Sixty Eighth Annual General Meeting, in accordance with Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014. There are no qualifications, disclaimers, reservations or adverse remarks made in the Statutory Audit Report.
Secretarial Auditors
The Company had appointed M/s. Makarand M. Joshi & Co. (Practising Company Secretaries), having Firm Registration No.: P2009MH007000, to conduct Secretarial Audit for the Financial Year ended March 31, 2026, as prescribed under Section 204 of the Act and Rules made thereunder for a period of 5 (five) years and the same was approved by the Shareholder dated August 21, 2025. The Secretarial Audit Report in the prescribed Form MR-3 for FY 2025-26 is annexed to this Report. There are no qualifications, disclaimers, reservations or adverse remarks made in the Report.
Internal Auditors
M/s Deloitte Touche Tohmatsu India LLP were reappointed as the Internal Auditors of the Company in accordance with Section 138 of the Act. They undertook the internal audit as prescribed under the Act. In addition to that, M/s Singhi and Company were engaged to conduct internal audits at specific locations including CFA, Distribution Centres, Regional Offices, Zonal office and outsourcing units for FY 2025 26. The internal audits were carried out in accordance with the scope and mandate defined by the Audit Committee from time to time.
Cost Record and Cost Auditors
During the year under review, in accordance with Section 148 of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records were subjected to audit by M/s D. C. Dave & Co., Cost Auditors of the Company for FY 2025-26. The Cost Auditors' Report did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under of Section 143 of the Act.
The Board of Directors has re-appointed M/s D. C. Dave & Co., Cost Accountants, (Firm Registration No. 000611) as Cost Auditors of the Company and recommends ratification of the remuneration payable to the Cost Accountants for FY 2025-26, by the Members at the ensuing AGM.
Secretarial Standards
Pursuant to Section 205 of the Act, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (‘ICSI') in compliance with applicable provisions read together with the relevant circulars issued by MCA.
Details in respect of Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013
During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
Significant and Material Orders Passed by the
Regulators or Courts or Tribunals Impacting the going Concern Status
There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and quasi-judicial bodies, impacting the going concern status and Company's operations in future. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016. The disclosure pertaining to difference between the valuation, at the time of one-time settlement and/or availing the loan, is not applicable.
Internal Financial Control
Details in respect of adequacy on internal financial controls concerning the Financial Statements are inter-alia, stated in the MDA Section which forms part of this Integrated Annual Report.
Disclosure under Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013,the Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace available at https://www.ceat. com/investors/corporate-governance.html and 9 Internal Complaints Committees (‘ICC') have been set up to redress complaints and following are the details of complaints for FY 2025-26:
*Received in the month of March 2026
Maternity Benefit Act, 1961
The Company has complied with the provisions relating to the Maternity Benefit Act 1961.
Acknowledgement
Your Directors wish to express their grateful appreciation for the cooperation and continued support extended by its various stakeholders like the Central Government, State Government, Customers, Suppliers, Dealers, Value Chain Partners, Banks, Financial Institutions, Communities, Employees and the Members towards conducting business of the Company.
Place: Mumbai
Date: April 28, 2026
Note: This Board's Report forms an integral part of the Integrated Annual Report and should be read together with the Notice convening the AGM, the Financial Statements, and other statutory reports / sections contained herein. Additional information is available on the Company's website www.ceat.com
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