CEAT Ltd

CO2

reduction with improved energy efficiency initiatives and increased briquette consumption.

The Company has made a capital investment of H 2,154 lakhs on various energy conservation initiatives such as Retrofitting of Equipment, Process Modification, Enhancing Operational Efficiency, etc. More information on conservation of energy is provided under ‘Natural Capital' section which forms part of this Integrated Annual Report.

At CEAT, innovation stands as the greatest strength, while sustainability remains the prime focus. Company's Research and Development (R&D) division is pivotal to the overall growth and development of business operations, enhancing the efficiency of products and services and driving new opportunities for growth. CEAT's R&D team comprises 290 dedicated professionals working at specialised centers in Halol, India, and Frankfurt, Germany. This team constantly tracks evolving customer requirements to develop tyres that are safer, more energy-efficient, and longer-lasting. These efforts significantly boost customer satisfaction and enable the Company to enter new markets.

R&D initiatives aim to make product development and manufacturing more efficient. By leveraging advanced digital and simulation methodologies, Company reduces the need for physical prototyping and testing. This approach decreases cycle times, costs, and energy consumption, thus enhancing sustainability. CEAT's commitment to innovation is demonstrated through its five-year technological and manufacturing roadmap, aligned with the purpose of ‘Making Mobility Safer & Smarter. Every Day.' CEAT's R&D efforts have led to the filing of 171 patent applications, with 46 patents granted till date. In the fiscal year 2023-24 alone, Company filed 21 patent applications, secured 41 design registrations, and launched 123 new products. These achievements highlight relentless pursuit of technological advancement and dedication to sustainability and customer satisfaction.

CEAT R&D has also started working on application of Gen AI for product development, optimisation and training of its employees.

In conclusion, CEAT's R&D is not only a cornerstone of current success but also a lighthouse for future growth, continuously pushing the boundaries of innovation while consistently focusing on sustainability. Details of expenditure on Research and Development are as under:

(H in Lakhs)

More information on R&D and technology absorption is provided under ‘Intellectual Capital' and ‘Natural Capital' sections which forms part of the Integrated Annual Report.

(H in Lakhs)

The statements required under Section 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules'), as amended, form part of this Report and will be made available to any Member on request, as prescribed therein.

The prescribed particulars of employees required under Rule 5(1) of the said Rules are annexed to this Report.

The Company being eligible to accept deposits from the public, under Section 76 of the Act and Rules made thereunder, approved the Fixed Deposit Scheme during the FY 2014-15, for acceptance of deposits from Members and persons other than the Members, under the Special Resolution passed by Members at the AGM of the Company held on September 26, 2014. The Company thereafter discontinued its Fixed Deposit Schemes and repaid all the outstanding fixed deposits along with the interest accrued up to September 30, 2016, in FY 2016-17.

The Company has not accepted any fresh deposits covered under Chapter V of the Act during the year under review and as such "details of deposits which are not in compliance with the requirements of Chapter V of the Act" are not applicable. As on March 31, 2024, the Company has no deposits outstanding.

As such there were no defaults in respect of repayment of any deposits or payment of interest thereon.

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, 2024 and the Statement of Profit and Loss for the said Financial Year ended March 31, 2024. 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.

The Company has a Nomination and Remuneration Policy (‘Policy') for nomination and remuneration of Directors, Key Managerial Personnel (‘KMP'), Senior Management Personnel (‘SMP') and other employees, pursuant to the Act and Listing Regulations, as amended from time to time.

The salient features of the Policy, are : i. appointment and remuneration of Directors, Key Managerial and Senior Management Personnel; ii. qualifications, positive attributes and independence for appointment of Director and assessment of independence of Independent Director (ID); iii. performance evaluation of all Directors; iv. core skills/expertise/competencies required of the Board of Directors of the Company; v. Board Diversity.

The said policy is available on the website of Company at https:// www.ceat.com/investors/corporate-governance.html

In line with the SEBI Circular dated February 6, 2017 on Integrated Reporting by Listed Entities, since the Financial Year 2019-20, the Company has been publishing Integrated Annual Report, based on Value Reporting Foundation framework. Year on year, the Company through the Integrated Report is endeavoring to communicate its integrated thinking and how its business creates sustained value for stakeholders.

In compliance with Regulation 34 of the SEBI Listing Regulations, separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Integrated Annual Report. Further, the Corporate Governance Report including General Shareholder Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors together with the certificate from Secretarial Auditor (Practising Company Secretaries) confirming compliance with the requirements of SEBI Listing Regulations also forms part of this Integrated Annual Report.

Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations, BRSR describing the initiatives taken by the Company from ESG perspective forms part of this Integrated Annual Report.

At the Sixty Third Annual General Meeting of the Company, the Members approved appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) as the Statutory Auditors of the Company, to hold office for a period of 5 (five) years from the Sixty Third Annual General Meeting of the Company till the conclusion of the Sixty Eighth Annual General Meeting of the Company, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The Company had appointed M/s Parikh & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the Financial Year ended March 31, 2024, as prescribed under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report in the prescribed Form MR-3 for FY 2023-24 furnished by M/s Parikh & Associates is annexed to this Report.

There are no qualifications, disclaimers, reservations or adverse remarks made either by the Statutory Auditors in the Auditor's Report or by the Company Secretary in practice (Secretarial Auditor) in the Secretarial Audit Report.

M/s Deloitte Touch? Tohmatsu India LLP were re-appointed as the internal auditors of the Company. Additionally, M/s. Singhi and Company (erstwhile Moore Singhi Advisors LLP) were also re-appointed as Internal Auditors of the Company at the Board meeting of the Company held on May 4, 2023 for the year 2023-24. As prescribed under Section 138 of the Act, M/s Deloitte Touch? Tohmatsu India LLP carried out internal audit of the Company. Additionally, M/s. Singhi and Company were engaged for internal audit of locations like CFA/DC/ Regional Office Zone and outsourcing units for FY 2023-24. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

During the year under review, in accordance with Section 148(1) 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 2023-24.

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 the year ending on March 31, 2025 by the Members at the ensuing AGM.

The Cost Auditors' Report of FY 2022-23 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.

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') to ensure compliance with applicable provisions read together with the relevant circulars issued by MCA.

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.

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.

Details in respect of adequacy on internal financial controls concerning the Financial Statements are stated in the Management Discussion and Analysis Section which forms part of this Integrated Annual Report.

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'), the Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace and 8 (eight) Internal Complaints Committees (‘ICC') have been set up to redress complaints. During the year under review, 4 complaints were received and 3 were resolved by the ICC and 1 complaint was under review as at March 31, 2024.

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.

On behalf of the Board of Directors

Place: Mumbai Chairman Date: June 17, 2024* DIN: 00026726

*The Directors' Report for FY 2023-24 was originally approved by the Board on May 2, 2024. This draft is updated to the extent of factual updates during the intervening period till this date of the meeting.

1. A BRIEF OUTLINE OF THE COMPANY'S CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY, INCLUDING OVERVIEW OF PROJECTS OR PROGRAMMES PROPOSED TO BE UNDERTAKEN AND A REFERENCE TO THE WEBLINK TO THE CSR POLICY AND PROJECTS OR PROGRAMMES:

CEAT prioritises CSR as one of the integral activities of the Company. The Company views the communities where they operate as core partners. Committed to being a good corporate citizen, the Company actively addresses social issues impacting both their local communities and the society as a whole. CEAT focuses on four key areas: Education, Employability, Heritage preservation, and Community Development.

2. COMPOSITION OF SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (‘SCSR') COMMITTEE:

*Mr. Vinay Bansal has resigned from the position of Non-executive Independent Director w.e.f. closure of business hours of June 1, 2023.

The Board vide its meeting dated March 14, 2024 reconstituted the Committee so as to include Ms. Sukanya Kripalu as a member of the Committee. Ms. Priya Nair resigned w.e.f. April 1, 2024 from the directorship of the Board and membership of the Committee.

3. THE WEB-LINKS WHERE COMPOSITION OF SCSR COMMITTEE, CSR POLICY AND CSR PROJECTS APPROVED BY THE BOARD ARE DISCLOSED ON THE WEBSITE OF THE COMPANY: https://www.ceat.com/investors/corporate-governance.html https://www.ceat.com/corporate/csr-landing.html

4. THE EXECUTIVE SUMMARY ALONG WITH WEB-LINK(S) OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8, IF APPLICABLE:

Not Applicable

5. (a) Average net profit of the Company as per sub-section (5) of section 135

H 579.38 lakhs

None

None

H 579.38 lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):

H 579.38 lakhs

Nil

Not Applicable

H 579.38 lakhs

7. DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING THREE FINANCIAL YEARS:

*Spent during FY 2023-24 **Spent during FY 2022-23

8. WHETHER ANY CAPITAL ASSETS HAVE BEEN CREATED OR ACQUIRED THROUGH CORPORATE SOCIAL RESPONSIBILITY AMOUNT SPENT IN THE FINANCIAL YEAR: No.

9. SPECIFY THE REASON(S), IF THE COMPANY HAS FAILED TO SPEND TWO PER CENT OF THE AVERAGE NET PROFIT AS PER SUB-SECTION (5) OF SECTION 135: Not Applicable

*includes workers count of 1850

(1) Median remuneration of the employees is calculated on the basis of remuneration details of employees including the Managing Director and CEO. (2) Directors' remuneration includes commission and sitting fees for FY 2023-24. While Commission is determined based on the contribution and tenure served by Non-executive Directors during the year, the sitting fees are paid based on the number of meetings of Board and Committee attended by them respectively. Therefore, variation in the remuneration of the Directors could be attributed to the committee positions held and the number of meetings attended by them during the year.

(3) Ms. Sukanya Kripalu and Mr. Milind Sarwate were appointed as Additional Director in the capacity of Independent Director w.e.f. March 14, 2024. Thus, remuneration paid for the year 2023-24 being for the part of the year, the percentage increase / decrease in the remuneration is strictly not comparable. (4) Mr. Vinay Bansal resigned as an Independent Director of the Company w.e.f. June 1, 2023. Thus, remuneration paid for the year 2023-24 being for the part of the year, the percentage increase / decrease in the remuneration is strictly not comparable. (5) Mr. Anant Vardhan Goenka was appointed as the Non-executive Non-independent Director designated as Vice-Chairman of the Company w.e.f. April 1, 2023 and the Members of the Company approved the said appointment vide an Ordinary Resolution passed through Postal Ballot on April 27, 2023. Accordingly, since remuneration paid for the year 2023-24 is in the current capacity, the percentage increase / decrease in the remuneration is not comparable.

(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members, CEAT Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CEAT Limited (hereinafter called ‘the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company, to the extent the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: (i) The Companies Act, 2013 (‘the Act') and the rules made thereunder; (ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act') (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period) (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period) (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Act and dealing with client;(Not applicable to the Company during the audit period) (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period) (vi) Other laws specifically applicable to the Company namely The Rubber Act, 1947 and The Rubber Rules, 1955 We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Meetings. (ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also pursuant to The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 .

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the following events occurred which had a bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc: a. During the year under review, Non-convertible debentures of Tranche 1 of 6.40% 1500 Rated, Secured, Listed, Redeemable, Non-convertible debentures of face value of INR 1,000,000 each aggregating to INR 15,000 lakhs was redeemed on October 6, 2023 b. During the year, the Company has issued Commercial papers aggregating to H 8,50,00,00,000.00 and redeemed Commercial papers aggregating to H 8,00,00,00,000.00 in compliance with the applicable provisions.