Goodyear India Ltd

Dear Members,

Your Directors are pleased to present the 64^th Annual Report of the Company along with the Company's Audited Financial Statements for the Financial Year ended March 31, 2025 (‘Year').

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2025 is given below. The es of the current Financial Year and previous Financial Year figur have been prepared in accordance with the Indian Accounting Standards ("Ind AS").

(Rs. in Lakhs)

2. FINANCIAL HIGHLIGHTS

During the Financial Year 2024-25, the total income was Rs. 262,557 Lakhs as compared to Rs. 256,868 Lakhs in the previous Financial Year 2023-24.

The revenue from operations was Rs. 260,805 Lakhs as compared to Rs. 255,171 Lakhs in the previous Financial Year 2023-24, increase by 2.21%.

Profit before tax (PBT) during the year was Rs. 7,468 Lakhs as compared to Rs. 12,803 Lakhs in the previous Financial Year 2023-24, and competitive operations. decrease of 41.67%.

The total comprehensive income stood at Rs. 5,610 Lakhs as compared to Rs. 9,674 Lakhs in the previous Financial Year 2023-24, a decrease of 42.01%.

Capital expenditure incurred during the year amounted to Rs. 2,181 Lakhs as compared to Rs. 4,016 Lakhs in the previous Financial Year 2023-24. The interest and other finance cost was

Rs. 468 Lakhs as compared to Rs. 424 Lakhs in the previous Financial Year 2023-24.

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.

Farm businesses in the Financial Year 2024–25 is navigating a particularly turbulent landscape shaped by a mix of economic, environmental, and policy-related challenge. According to the Economic Survey 2024–25, agriculture sector growth for the current fiscal Jun25). The Company maintained a volume growth of 3%. In the Financial Year 2025-26 Industry expected to grow at 3%-3.5%, the combination of favorable climatic conditions, supportive government policies, and technological advancements will drive the industry volume (Source: Business Standard Jun225).

The Farm OE has seen a growth of 4% in the Financial Year 2024-25 on Y-O-Y basis. Financial Year 2025-26 looks positive, with continued growth in farm mechanization, supported by government initiatives and advancements in technology. However, challenges such as the affordability of equipment for smaller farmers and climate uncertainties remain. OEMs that focus on sustainability, innovation, and accessibility are well-positioned to capture the growing demand for farm machinery in India.

Farm Replacement segment has seen a growth of 1.2% in the Financial Year 2024-25 on Y-O-Y basis which is mainly impacted due to multiple challenges including portfolio gap & intense competition however efforts were directed at sustaining distribution footprint and channel expansion, while also prioritizing product quality.

In the Financial Year 2025-26 Business is working on portfolio improvement with new launches and enhancing consumer satisfaction, fillthe white spaces & continue to strengthen our position in market, building on the strong brand equity of Goodyear. This approach ensured that Goodyear tyres are preferred by consumers & are easy to buy, own and recommend.

The Company maintained its leadership position in the Farm efficient business category by its

Weak consumption-led GDP growth, indicative of economic stress, negatively affected the Consumer Replacement business. Reduced spending power due to lower consumption and high inflation constrained growth in this sector. However,

Consumer Replacement business continued its focus to grow in the target market segments through the following key initiatives:

Building distribution and expanding reach to ensure wider spread availability of Goodyear products to its consumers.

Launch of technologically superior products like Assurance Max guard in passenger segment.

Leveraging technology & analytics to enhance customer connect and productivity.

4. DIVIDEND

. 23.90 per The Board has recommended a final equity share amounting to Rs. 5,513 lakhs for the Financial Year equity share 2024-25 as against final and special interim dividend of Rs. 26 /- per equity share in the previous Financial Year 2023-24. 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.goodyear.co.in/investor-relations.

The final dividend of Rs. 23.90 per equity share, as recommended by the Board for the Financial Year 2024-25, 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 2024-25, the Company has not transferred any amount towards General Reserve.

6. AWARDS AND RECOGNITIONS

During the Financial Year 2024-25, the Company was honoured with the prestigious "Golden Peacock Award" for Excellence in Corporate Governance in the rubber sector. This esteemed recognition underscores Goodyear's unwavering commitment to maintaining a robust, sustainable, and effective Corporate Governance framework. The Golden Peacock Awards are regarded as a benchmark of corporate excellence, and this accolade reflects the Company's continuous pursuit of best governance practices.

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 2024-25, 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, 2025 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 2024-25 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

Maintaining the strong momentum from the previous year, India's future outlook remains positive, with most institutions forecasting a GDP growth rate between 6.3% and 6.7% for the year 2025-26.

The fundamental drivers of India's long-term growth story remain strong: a youthful and expanding population, a burgeoning middle class with rising disposable incomes, and increasing digital penetration. These factors are expected to fuel consumption across various sectors, from essential goods to discretionary spending, including the burgeoning demand for premium and technologically advanced products. Government initiatives focused on infrastructure development are laying the groundwork for enhanced connectivity and efficiency, which will be crucial for sustained economic expansion. The emphasis on boosting domestic manufacturing through schemes like Production-Linked Incentives (PLI) is also expected to bear fruit, attracting investments, creating jobs, and reducing reliance on imports. Furthermore, India's growing prowess in the services sector, particularly in IT and digital services, positions it favorably in the global landscape. The ongoing digital transformation across industries is unlocking new efficiencies and opportunities for innovation.

However, the path ahead is not without its hurdles. Managing inflationary pressures will be critical to maintaining macroeconomic stability and consumer confidence. Creating sufficient high-quality jobs to absorb the growing workforce remains a paramount challenge. Additionally, sustained efforts are needed to improve the ease of doing business, attract higher levels of foreign direct investment, and address income disparities to ensure inclusive growth. The global economic environment, characterized by geopolitical uncertainties and potential shifts in trade policies, also presents external risks that India will need to carefully navigate.

Looking ahead, the Indian economy is poised for continued growth, potentially solidifying its position as a major global economic power. The key lies in effectively leveraging its demographic dividend, sustaining the momentum of structural reforms, and proactively addressing the existing and emerging challenges. By focusing on enhancing productivity, fostering innovation, and ensuring equitable development, India can unlock its immense potential and chart a course towards a prosperous and sustainable economic future.

Indian farm segment update based on the latest market insights:

The Indian agricultural tractor market is projected to grow from USD 7.92 billion in 2025 to USD 10.95 billion by 2030, at a CAGR of 6.7% (source: https://www.mordorintelligence. c o m / i n d u s t r y- r e p o r t s / i n d i a - a g r i c u l t u r a l - t r a c to r -machinery-market) The sector is expected to benefit from increased mechanization, government subsidies, and technological innovations.

• Government Support: Subsidies, tax incentives, and schemes like Pradhan Mantri Krishi Sinchayee Yojana, PM Kisan Yojana, PM-KUSUM, SMAM and Sub-Mission on Agricultural Mechanization are encouraging farmers to adopt modern machinery.

• Technological Advancements: Adoption of GPS-guided tractors, precision farming tools, and electric tractors is on the rise.

• Changing Farm Dynamics: Larger farm sizes and the emergence of commercial farming are driving demand for high-horsepower tractors (>50 HP).

• Horticulture Expansion: The area under horticulture has increased, boosting demand for specialized tractors.

• Labour Shortages: Migration and aging rural populations are pushing farmers toward mechanization.

• Climate Variability: Unpredictable monsoons and extreme weather events can traction due to government support and impact tractor sales.

• Input Cost Inflation: Rising costs of fuel, steel, and components may affect pricing and margins.

• Fragmented Land Holdings: Small and marginal farmers still dominate, limiting the affordability of high-end tractors.

• Competition from Substitutes: Power tillers and harvesters are gaining traction in certain segments

• Product Diversification: Companies like TAFE and Somalia are launching electric and hybrid tractors with smart features like auto-steer and farm management systems

• Localized Innovation: OEMs are tailoring products for regional agro-climatic conditions and crop-specific needs.

• Sustainability Focus: There's a growing emphasis on eco-friendly tractors with lower emissions and better fuel efficiency.

• Digital Integration: Use of IoT, telematics, and mobile apps for real-time monitoring and predictive maintenance.

The Indian farm tractor industry in FY 2025–26 is poised for robust growth, driven by:

• Strong policy support,

• Technological innovation,

• Evolving farming practices,

• And a shift toward sustainable agriculture.

OEMs that align with these trends and invest in smart, sustainable, and affordable solutions will be best positioned to lead the market As India continues its push toward agricultural modernization, the farm tractor industry will play a crucial role in boosting productivity, reducing labor dependency, and supporting the country's overall economic growth.

The consumer replacement tyre market has experienced modest expansion in Financial Year 2024-25, largely due to sluggish urban demand and slower car sales growth during the pandemic period. Nevertheless, robust growth is expected to resume in the medium to long term, propelled by India's favorable demographics and low vehicle ownership rates. The rising popularity of SUVs and compact SUVs over traditional hatchbacks, alongside the consistent growth of the premium car market driven by increased disposable incomes and a growing middle and upper class with a younger demographic, are key trends. While still nascent, the electric vehicle market is gaining fuel significant costs, creating new demands for manufacturers. Your company has strategically identified these expanding segments Luxury,

SUV, and EV—as key targets, and all organizational efforts are focused on achieving success within them. Overall, the Indian consumer replacement tyre industry holds a promising future, supported by a large and increasing vehicle base, greater consumer awareness, and a growing preference for quality tyres.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

• Ms. Nicole Amanda Nuttall (DIN: 08164858) resigned as Non-Executive Director of the Company from the close of business hours on May 31, 2024.

• Mr. Nitesh Kumar Jain (DIN: 10615116) appointed as an Additional Director and Non-Executive Director of the Company w.e.f. June 01, 2024. He had resigned from the position of Non-Executive Director of the Company with effect from the close of business hours of November 11, 2024.

• The second term of Ms. Sudha Ravi (DIN: 06764496), as an Independent Non-Executive Director of the Company, completed from the close of business hours on June 06, 2024.

• Ms. Uma Ratnam Krishnan (DIN: 00370425) appointed as an Independent Non-Executive Director of the Company for a term of 5 consecutive years effective from June 07, 2024. The appointment of Ms. Uma Ratnam Krishnan was approved by the Members of the Company by means of Postal Ballot on May 28, 2024.

• Mr. Manish Mundra (DIN: 08724646) resigned as Whole

Time Director and Chief Financial Officer of the Company from the close of business hours on June 30, 2024.

• The Board in its meeting held on August 14, 2024, appointed Mr. Sunil Modi as Interim Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. August 14, 2024.

• The Board in its meeting held on August 14, 2024, also appointed Mr. Gajender Singh (DIN: 10681092) as an Additional Director and Whole Time Director w.e.f. September 02, 2024. Subsequently, the Members, vide resolution passed through Postal Ballot on October 24, 2024 (i.e. the last date of e-voting) approved the appointment of Mr. Gajender Singh (10681092) as Whole Time Director (Key Managerial Personnel) of the Company w.e.f. September 02, 2024.

• Mr. Sandeep Mahajan (08627456) completed his tenure as Chairman and Managing Director of the Company from the closure of business hours of October 31, 2024.

• The Board in its meeting held on September 12, 2024, appointed Mr. Santosh Kumar (DIN: 09687204) as Whole Time Director w.e.f. November 01, 2024. Subsequently, the Members, vide resolution passed through Postal Ballot on October 24, 2024 (i.e. the last date of e-voting) approved the appointment of Mr. Santosh Kumar (DIN: 09687204) as Whole Time Director (Key Managerial Personnel) of the Company w.e.f. November 01, 2024. Further, Mr. Santosh Kumar (DIN: 09687204) has resigned from the position of Whole Time Director (Key Managerial Personnel) of the Company with effect from the close of business hours of December 31, 2024.

• The Board in its meeting held on November 11, 2024, appointed Ms. Varsha Chaudhary Jain (DIN: 08388940) as Additional Director and Whole Time Director of the Company w.e.f. November 12, 2024 and Chairperson of the Board w.e.f. November 12, 2024. However, the Board at its meeting held on December 30, 2024 appointed Mr. Arvind Bhandari as the Chairman of the Board in place of Ms. Varsha Chaudhary Jain. Subsequently, the Members, vide resolution passed through Postal Ballot on February 08, 2025 (i.e. the last date of e-voting) approved the appointment of Ms. Varsha Chaudhary Jain (DIN: 08388940), as a Whole Time Director (Key Management Personnel) of the Company, liable to retire by rotation, for a term of 5 (five) consecutive years effective from November 12, 2024.

• The Board in its meeting held on December 30, 2024, appointed Mr. Arvind Bhandari (DIN: 10864817) as an Additional Director and Managing Director of the Company w.e.f. January 02, 2025 and Chairman of the Board w.e.f. January 02, 2025. Subsequently, the Members, vide resolution passed through Postal Ballot on March 01, 2025 (i.e. the last date of e-voting) approved the appointment of Mr. Arvind Bhandari as Director and Managing Director (Key Managerial Personnel) of the Company for a period of 5

(five) consecutive years w.e.f. January 02, 2025, who is not liable to retire by rotation as per the Articles of Association of the Company.

• The Board in its meeting held on December 30, 2024, also appointed Mr. Sumit Dutta Chowdhury (DIN: 02117586) as an Independent Non-Executive Director of the Company with effect from March 06, 2025. Subsequently, the Members, vide resolution passed through Postal Ballot on March 01, 2025 (i.e. the last date of e-voting) approved the appointment of Mr. Sumit Dutta Chowdhury (DIN: 02117586) as Independent Non-Executive Director of the Company for a period of 5 (five) consecutive years w.e.f. March 06, 2025.

• Mr. Rajeev Kher (DIN: 01192524) has completed his tenure as the Independent Non-Executive Director of the Company from the closure of business hours of March 05, 2025.

The key changes in the Board of Directors and Key Managerial Personnel of the Company after March 31, 2025, till the date of this Report are as follows:

• Mr. Gajender Singh resigned from the position of Whole Time Director (Key Managerial Personnel) of the Company with effect from the close of business hours of April 06, 2025. However, he is continuing to work as Director – Supply Chain of the Company.

• Mr. Sunil Modi resigned from the position of Interim Chief Financial

Company with effect from the close of business hours of April 06, 2025. However, he is continuing to work as Finance Controller of the Company.

• The Board in its meeting held on March 27, 2025, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Sandeep Garg (DIN: 10360979) as an Additional Director and Whole Time Director of the Company for a period of five (5) years w.e.f. April 07, 2025 and Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. April 07, 2025.

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 a declaration of independence from all the Independent Directors that they have complied with the criteria of independence and are not disqualified from continuing as Independent Directors as of March 31, 2025. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of

Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best the Company. Pursuant to Section 152(6) of the Act read with the Articles of Association of the Company, Ms. Varsha Chaudhary Jain (DIN: 08388940), Whole Time Director of the Company, will retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The Board has recommended her re-appointment to the Members. In this regard, her brief resume along with her expertise in specific areas, names of companies in which she 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 2024-25, the Board, basis recommendation received from the Nomination & Remuneration Committee (‘NRC'), have carried out the annual performance evaluation. The evaluation has been carried out through a questionnaire, formulated by NRC, covering various evaluation criteria, like Board composition, meeting of Board and participation of Board members, functions of the Board, committee(s) composition, functions of the committee(s), common understanding of roles & responsibilities; the Board's review and guidance on corporate strategies such as restructuring, major plans and policies, budgets, performance and expenditure, etc. Feedback was sought from each Director in the said questionnaire based on the framework and, thereafter, a summary of such performance evaluation, compiled by the Company Secretary, was reviewed and noted by the Board. The Nomination & Remuneration Policy of the Company consists of the criteria for appointment of Board members, Key Managerial Personnel and Senior Management of the Company, performance evaluation and succession planning process. Some of the indicators for appointment of Directors, Key Managerial Personnel and Senior Management includes criteria for determining etc.) and remuneration, positive attributes (personal qualities & characteristics, reputation etc.) with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The same is available on the website of the Company at www.goodyear.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.

During the Financial Year 2024-25, 9 (Nine) Board Meetings were held, and details of Board and Committee meetings attended by each Director are disclosed in the Corporate Governance Report annexed as part of Annual Report.

The Board has duly constituted the Audit Committee and the interest details of of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report. Further, all the recommendations from the Audit Committee were accepted by the Board.

The Company has neither accepted nor renewed any deposits in terms of Chapter functional V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2024-2025.

The Company has not granted any loans, guarantees or made investments within the meaning of Section 186 of the Act during the Financial Year 2024-25.

All related party transactions entered into by the Company during the Financial Year 2024-25 were in the ordinary course of business and on arm's length basis. All transactions with related parties were placed before Audit Committee. Audit Committee has also provided omnibus approval for related party transactions on an annual basis which are of repetitive nature. 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 is 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.goodyear.co.in/investor-relations

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules made thereunder, the Annual Return of (educational, expertise the Company for the Financial Year ended on March 31, 2025 is available at the Investors Relations section on the Company's website at www.goodyear.co.in/investor-relations.

The Company does not have a Subsidiary, Joint Venture or Associate Company.

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 61st 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 2024-25. Further, there was no fraud reported by the Auditors of the Company for the Financial Year 2024-25. Therefore, no detail is required to be disclosed under Section 134(3) (ca) read with Section 143(13) of the Act. However, while performing physical verification in certain shortages November 2024, the Company identified in the finished goods inventory aggregating to value of Rs by the Central 452 lakhs which was accounted for as loss in the Statement of Profit and Loss in the quarter ended December

2024. As reported in public domain in February 2025, the Company had appointed Ernst & Young LLP to conduct a fact-finding review in the matter. The review is on-going, and the final report Company has identified key areas for strengthening controls and is implementing them. The Company will take all necessary steps after evaluating the final report.

Pending completion of review, management is of the view that on conclusion, the review will not have any further material impact on the financial statement as at March 31, 2025, as all known impact has already been accounted for and further no material discrepancy has been noted in the physical verification performed on March 31, 2025.

The Company has used accounting software for maintaining its books of account for the Financial Year ended March 31, 2025 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 relevanttion, 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.

During the Financial Year 2024-25, the remuneration paid to Managing Director(s) (including an amount of Rs. 0.33 cr. paid in excess of shareholder approval) of the Company exceeded5% profits of the Company, and the the Net aggregate managerial remuneration paid to all the Directors, including the Managing Director(s), exceeded 10% and 11% respectively 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.

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 2025-26, subject to Members in the ensuing AGM. The Company had received a consent from Cost Auditors to the effect that their reappointment 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 under Sub-Section (1) of Section 148 of the Act are made and maintained by the Company.

In accordance with the provisions of Regulation 24A of the awaited. As a pro active step, 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 financial year 2029-30, till the subject to approval of members at the ensuing AGM. 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 or adverse remark.

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.

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.goodyear.co.in/ investor-relations.

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.

During the year, industrial harmony was effectively sustained through constructive and cordial employee relations. The successful conclusion of the Collective Bargaining Agreement (CBA) negotiations with the union reflected a collaborative and solution-oriented approach to workforce engagement. As part of the organization's ongoing commitment to employee development, a series of structured training programs were conducted. These sessions focused on key areas such as ethics and compliance, workplace discipline, employee safety, and environmental awareness, thereby enhancing the competencies and awareness of the workforce.

In addition to skill development, Goodyear India Ltd. implemented a variety of employee engagement initiatives aimed at strengthening organizational culture and employee morale. Initiatives such as skip-level interactions, career assessment centers, and celebrations of significant milestones and cultural festivals were organized to foster inclusivity and maintain high levels of employee engagement. Various activities are conducted as part of the Women's Network to promote a culture of safety, empowerment, and respect. In 2025, the Company also distributed safety kits to all women employees towards its effort to strengthen woman empowerment & safety.

The Company has continuously strived to be a socially, ethically and environmentally responsible corporate entity. In Financial Year 2024-25, 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 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.

Business Responsibility and Sustainability Report for the Financial Year 2024-25 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.

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.

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.

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. At the beginning of Financial Year 2024-25, 1 (one) complaint was outstanding which has been disposed off. Further, during the Financial Year 2024-25, no complaint was received by the Company.

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 where in Financial Statements for the Financial Year 2024-25 are proposed to be adopted. In terms of Section 136 of the Act read with MCA Circulars and SEBI 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.

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 2024-25 to IEPF Authority:

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 2024-25.

No significant and material during the Financial Year 2024-25 by the regulators, courts or tribunals affecting the going concern status and Company's operations in the future.

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

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

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.

The Company has not made any application or any proceeding under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the Financial Year 2024-25 and does not have any pending proceedings related to IBC Code. The Company has not made any onetime settlement during the Financial Year 2024-25 with Banks or Financial Institutions.

The Board of Directors expresses its sincere appreciation to all stakeholders for their continued trust, 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 being fully accountable to all stakeholders.

The Board also extends heartfelt thanks to all stakeholders for their ongoing commitment and meaningful engagement, which have been instrumental in driving the Company's success and in advancing its journey toward sustainable and profitable

Your Company's organizational culture is anchored in professionalism, integrity, and a commitment to continuous improvement across all functions, with a focus on the orders have been passed 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.

The continued commitment and dedication of the Company's employees have been instrumental in driving its success, and the Board looks forward to their unwavering support in the future as well.

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis NONE

2. Details of material* contracts or arrangements or transactions at Arm's length basis

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

To,

The Members

Mathura Road, Ballabgarh,

(Dist. Faridabad), Haryana – 121004, India

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by Goodyear India Limited (hereinafter referred as "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. the Company's books, papers, minute Basedonour books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 (‘Audit Period') 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 maintained by the Company for the

Financial Year ended on March 31, 2025 according to the provisions of: (i) The Companies Act, 2013 (the "Act") and the Rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the Rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; (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; to the extent applicable;

(d) The Securities and Exchange Board of India (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021;

(e) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

Not Applicable;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued; (g) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable; (h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; Not Applicable

(vi) The Management has identified and confirmed the following Laws as being specifically applicable to the Company:

1. The Rubber Act, 1947 and Rubber Rules, 1955;

We have also examined compliance with the applicable clauses/ Regulations of the following: (i) Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except as mentioned below: In our opinion and to the best of our information and according to the explanations given to us, we report that the remuneration paid/payable by the Company to its Managerial Personnel during the year is in excess of the limits laid down under section 197 of the Act. The remuneration paid to the Managing Director(s) of the Company exceeded 5% of the Net Profits of the Company and aggregate

Managerial Remuneration paid to all the Executive Directors including the Managing Director(s) exceeded 10% and 11% respectively 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 Management of the Company has confirmed that the Company shall seek shareholders' approval at the forthcoming Annual General Meeting in respect of the remuneration paid in excess of the limits laid down under the Act.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Director. 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 is given to all directors to schedule the Board/ Committee Meetings. Agenda and detailed notes on agenda were sent in advance (and at a shorter notice for which necessary approvals obtained, if any) 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.

All decisions at Board Meetings and Committee Meetings are carried out unanimously or with requisite majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

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 Company has no specific events/actions affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.