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”).

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 well¬
being, 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 8.2¬
8.5 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 Non¬
Executive 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 Non¬
Executive 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 2025¬
26 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 co¬
operation and support received from various Government
Authorities, Banks and Financial Institutions, as well as
other key stakeholders, including members, customers, and
suppliers.

On behalf of the Board of Directors
Arvind Bhandari

Date : May 28, 2026 (Chairman & Managing Director)

Place: Gurugram DIN: 10864817