DIRECTORS' REPORT

The consolidated gross margin strengthened to 39.40%
in FY2025-26 from 37.70% in FY2024-25, an improvement
of approx 167 basis points. This was primarily driven
by improved sales realisations, a favourable product
and geography mix, and market share gains across
replacement and OEM segments, supported by benign
input cost movement during the year. Consequently,
operating expenses as a proportion of revenue declined
modestly, aided by scale efficiencies and disciplined
cost management, contributing to an EBITDA margin
expansion of 184 basis points to 13.16% for the full year.
Further, the Company continued to focus on effective
cost controls, which resulted in a reduction in operating
expenses as a percentage of turnover. On a standalone
basis, the Company recorded a net profit of Rs. 81,272
Lakhs against a net profit of Rs. 48,210 Lakhs of the
last financial year. The Company's EBITDA stood at Rs.
2,04,237 Lakhs, an increase of about 37% over EBITDA of
Rs. 1,48,616 Lakhs of the last financial year.

• The Capital Expenditure for the year aggregated to
Rs. 1,31,531 Lakhs for expanding capacities across
product segments and improving efficiencies.

• Debt level saw an increase, with consolidated
gross debt increased to Rs. 3,01,079 Lakhs from
Rs. 1,92,835 Lakhs.

• Healthy debt to EBITDA ratio of about 1.46x.

On consolidated basis, the Company recorded a net
profit of Rs. 69,724 Lakhs, against a net profit of Rs.
47,137 Lakhs of the last financial year. The Company's
EBITDA stood at Rs. 2,06,300 Lakhs, an increase of 38%
over EBITDA of Rs. 1,49,594 Lakhs of the last financial
year due to increase in margin recovery. The Company
continues to monitor market conditions, particularly
raw material prices and exchange rate fluctuations,
while maintaining a prudent approach toward working
capital and debt management.

In the preparation of Financial Statements, no
treatment different from that prescribed in the relevant
Accounting Standards has been followed. More details
on the Company's business vis-a-vis the overall
Industry, economy and markets, etc. are inter-alia, set
out in the Management Discussion and Analysis (MDA)
section which forms part of this Integrated Annual
Report.

Material Changes and Commitments, if
any affecting the Financial Position of the
Company

There are no material changes and commitments,
affecting the financial position of the Company
between the end of the Financial Year and the date of
this Report.

Dividend and Dividend Distribution Policy

The Directors are pleased to recommend a dividend
of Rs. 35 (i.e. 350%) per equity share of face value
Rs. 10/- each for FY 2025-26. The dividend for last year was
Rs. 30 (300%) per equity share. The recommendation is in
accordance with the Company's Dividend Distribution
Policy available on https://www.ceat.com/content/
dam/ceat/pdf/Corporate Governance/Other Policies/
CEAT%20Dividend%20Distribution%20Policy.pdf.

Transfer to General Reserve

As permitted under the Companies Act, 2013 ('the Act'),
the Directors do not propose to transfer any sum to the
General Reserve for the FY 2025-26.

Subsidiaries, Associate companies and Joint
Ventures - as on March 31, 2026¹

• Rado Tyres Limited, India

• Taabi Mobility Limited. India

• CEAT Auto Components Limited. India

• Tyresnmore Online Private Limited, India

• CEAT International UK Limited, UK

• CEAT OHT Ventures (Private) Limited, Sri Lanka

• CEAT Brazil Holding Ltda., Brazil

• CEAT OHT Lanka (Private) Limited, Sri Lanka

• PT CEAT Tyres Indonesia, Indonesia

• CEAT AKKHAN Limited, Bangladesh

• CEAT Tires Inc., USA

• CEAT Tyres B.V. Netherlands

• Associated CEAT Holdings Company (Pvt) Limited,
Sri Lanka

*As at March 31, 2026 the Company had 16 subsidiaries,
associate companies and joint ventures in aggregate. CEAT
GmbH was incorporated on April 20, 2026.

The performance highlights of the Company's
subsidiaries and their contribution to the overall
performance are disclosed in Form AOC-1 under the
Consolidated Financial Statements section of this
Annual Report, in accordance with Section 129 of the
Act read with Rule 5 of the Companies (Accounts) Rules,
2014. Details of key developments in subsidiaries during
the year are provided in the Notes to the Consolidated
Financial Statements.

During the year, the following subsidiaries were
incorporated:

• CEAT OHT Ventures (Private) Limited, Sri Lanka (May
2, 2025), a step-down subsidiary, and

• CEAT International UK Limited (January 12, 2026),
Wholly Owned Subsidiary. The UK entity has not
commenced operations and accordingly reported
no income for FY 2025-26.

The Company has renamed following subsidiaries to
better align with their business activities:

The Company completed the acquisition of CAMSO
business on September 1, 2025. Further the global
ownership of CAMSO brand would vest, after an initial
3 year licensing period.

Sri Lanka Operations

Associated CEAT Holdings Company (Private) Limited
('ACHL'), the Company's investment arm in Sri Lanka, has
a 50:50 joint venture Company viz. CEAT-Kelani Holdings
Private Limited which operates 2 manufacturing plants
through its wholly owned subsidiary(ies) in Sri Lanka.

Further details are set out herein below. The decline
in revenue and profit after tax is primarily due to a
reduction in interest income. ACHL's joint venture
continues to enjoy the overall market leadership in all
categories of tyres in Sri Lanka.

197 of the Act. No remuneration is received by him
from the subsidiary Company(ies). Details of executive
compensation are contained in this Annual Report.

Company's Policy on Directors' appointment
and remuneration

The Nomination and Remuneration Policy, which lays
down the criteria as mandated under Section 178 of
the Act and Regulation 19 of the Listing Regulations
as amended from time to time is available at
https://www.ceat.com/content/dam/ceat/pdf/
NominationandRemunerationPolicy.pdf.

Declaration of independence and statement
on compliance of Code of Conduct

All Independent Directors have confirmed compliance
with the independence criteria prescribed under the
Act and the Listing Regulations, including the Code

for Independent Directors. They had no pecuniary
relationship or transactions with the Company, other
than as permitted under relevant regulations. The Board
is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience,
proficiency and expertise and they hold highest
standards of integrity. The Directors are compliant with
the provisions of Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as applicable.

Statement regarding the opinion of the Board
concerning integrity, expertise and experience
(including the proficiency) of the Independent
Directors appointed during the year

In the opinion of the Board, Mr. Apurva Chandra,
Independent Director appointed during the year under
review, is person of integrity and has relevant expertise
and experience.

The financial statements of the subsidiaries, Joint Ventures (JVs) are available on the Company's website and
can be accessed at https://www.ceat.com/investors/financial-performance.html

Not more than 120 days elapsed between 2 meetings as prescribed under Regulation 17 of the Listing Regulations.

Deposits

The Company has not accepted any deposit during the
FY 2025-26 and no such interest is due for payment.

Consolidated Financial Statements

In accordance with Section 129 of the Act and Regulation
34 of the Listing Regulations, read with IND AS 110 - the
Consolidated Financial Statements of the Company,
form part of this Report.

Directors and Key Managerial Personnel
Appointments / Reappointments:

• Mr. Apurva Chandra (DIN: 02531655) - Appointed
w.e.f. October 17, 2025 (Independent Director)

• Mr. Paras K. Chowdhary (DIN: 00076807) - Appointed
w.e.f. October 17, 2025 (Non- Independent Director) ¹

Resignations:

• Mr. Praveen Pardeshi (DIN: 01658052) - Resigned
w.e.f. from close of business hours on April 10, 2025,
due to pre-occupations.

• Mr. Paras K. Chowdhary (DIN: 00076807) - Resigned
w.e.f. from close of business hours on July 7, 2025,
due to personal exigences.

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Anant
Goenka (DIN: 02089850) is liable to retire by rotation
and, being eligible, offers himself for reappointment at
the forthcoming Annual General Meeting.

Remuneration received by Managing /
Whole-time Director from holding or
subsidiary Company

Mr. Arnab Banerjee (DIN: 06559516), Managing Director
and Chief Executive Officer does not receive any profit
related commission from the Company or any of the
subsidiaries of the Company as referred under Section

Evaluation of Board, its Committees and
Directors

In accordance with the Act and Listing Regulations,
the Board conducted its annual evaluation, including
that of its Committees, the Chairman, and individual
Directors details of which are set out in the Corporate
Governance Report herein.

Board Committees

In compliance with the Act and the Listing Regulations,
the Company has constituted all statutory committees,
besides a Finance and Banking Committee. Detailed
information on the composition, meetings, and
activities of these committees during the year is
provided in the Corporate Governance Report. There
were no instances during the year where the Board
did not accept the recommendations of committees,
including the Audit Committee.

Employee Stock Option Scheme

The Board of Directors, pursuant to the recommendation
of the Nomination and Remuneration Committee (NRC)
at its meeting held on March 18, 2025, approved the
institution of the Employees Stock Option Scheme 2025
("Scheme") for the grant of up to 4,00,000 options.
The Scheme was subsequently approved by the
Shareholders on May 11, 2025. The NRC granted 1,08,572
options at its meeting held on August 6, 2025. The
corresponding no. of shares were acquired by the Trust
from the open market during FY 2025-26. The disclosure
pursuant to the SEBI (Share based Employee Benefit
and Sweat Equity) regulations, 2021 is available on the
website of the Company at https://www.ceat.com/
investors/financial-performance.html.

Particulars of Loans, Guarantees or
Investments

Details as applicable concerning particulars of Loans,
Guarantees and Investments under Section 186 of the
Act are provided in the Financial Statements.

Related Party Transactions

The Company has formulated a Policy on Related Party
Transactions for the identification and monitoring
of such transactions. The policy is available on
the Company's website at https://www.ceat.com/
investors/corporate-governance.html. Related Party
Transactions were placed before the Audit Committee
as prescribed under Section 177 of the Act, although no
such transactions attracted the provisions of Section
188 of the Act. As such, there are no particulars to be
disclosed in the prescribed Form AOC-2.

During the year under review, the Company instituted
a voluntary independent review of RPT processes by
Deloitte Touche Tohmatsu India LLP. The scope of the
review included the process for identification of related
parties, existing approval process for related party
transactions, mechanisms for tracking, monitoring, and
internal controls over RPTs and framework for regulatory
disclosures and filings. Basis procedure performed no
gaps were found. The review also affirmed that the
approval mechanisms and governance processes
relating to related party transactions were operating
effectively and were in compliance with the applicable
ISN framework and governance requirements.

Fund Raising and Redemption

Details of Non - Convertible Debentures issued and
redeemed during the year are set out in Corporate
Governance Report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2026, is
available on its website at https://www.ceat.com/
investors/financial-performance.html

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo
Conservation of Energy

The Company continues to reduce its reliance on
conventional energy through hybrid energy inputs
and efficiency initiatives across its manufacturing
operations. During the year, the use of ~ 1.05 lakh

metric tonnes of biomass briquettes in four plants
helped avoid ~ 1.78 lakh metric tonnes of CO₂
emissions, while steam and power conservation
measures prevented an additional ~ 1.02 lakh metric
tonnes of CO₂ emissions. Further details are set out in
the Natural Capital of this Report.

Research and Development (R&D) and
Technology Absorption

The Company's R&D centres drive innovation through
advanced digital tools, simulation technologies and
Gen AI, enabling the development of safer, longer-
lasting and energy-efficient tyres while improving
development efficiency. Further details are set out in
Intellectual Capital of this Report.

Details of expenditure on R&D:

Particulars of Employees

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars
of employees as required under Section 197 of the
Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Integrated Annual Report.
However, pursuant to Section 136 of the Act, this Report
is being sent to the Members excluding the aforesaid
information. Any Member interested in obtaining said
information may write to the Company Secretary at the
Registered Office and the said information is open for
inspection.

Foreign Exchange Earnings and Outgo

Directors' Responsibility Statement

According to Section 134(3)(c) of the Act, the Board
of Directors, to the best of its knowledge and belief,
states that:

I. The applicable Accounting Standards have been
followed in the preparation of the annual accounts
along with the proper explanation relating to
material departure, if any.

II. Such accounting policies have been selected and
applied consistently and such judgments and
estimates have been made that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company in the Balance
Sheet as at March 31, 2026 and the Statement of
Profit and Loss for the said Financial Year ended
March 31, 2026.

III. Proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

IV. The annual accounts have been prepared on a
going concern basis.

V. The proper internal financial controls were in
place and that such internal financial controls are
adequate and were operating effectively.

VI. The system to ensure compliance with the
provisions of all applicable laws were in place
and that such systems were adequate and are
operating effectively.

Integrated Annual Report

In line with the SEBI Circular, the Company has
published an Integrated Annual Report since FY 2019¬
20, demonstrating its integrated approach to long¬
term value creation for stakeholders.

Management Discussion and Analysis and
Corporate Governance Report

In compliance with Regulation 34 of the Listing
Regulations, a separate section on Management
Discussion and Analysis (MDA), as approved by the
Board, forms part of this Integrated Annual Report and
outlines inter-alia the Company's state of affairs. The
Report also includes the Corporate Governance Report
and General Shareholder Information, as prescribed
under Schedule V, along with a certificate from the
Secretarial Auditor confirming compliance with Listing
Regulations, duly approved by the Board.

Business Responsibility and Sustainability Report

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

Policies relating to health, safety, and welfare of
employees are available on the website of the
Company at https://www.ceat.com/content/dam/
ceat/pdf/sustainability-page/ceat-corporate-ehs-
policy.pdf.

AuditorsStatutory Auditors

The Members, at the Sixty Third Annual General Meeting
of the Company held on June 28, 2022, approved
the appointment of M/s B S R & Co. LLP, Chartered
Accountants (Firm Registration No. 101248W/W-100022),
as the Statutory Auditors of the Company for a term of
five (5) years, from the conclusion of the said meeting
until the conclusion of the Sixty Eighth Annual General
Meeting, in accordance with Section 139(1) of the
Act, read with the Companies (Audit and Auditors)
Rules, 2014. There are no qualifications, disclaimers,
reservations or adverse remarks made in the Statutory
Audit Report.

Secretarial Auditors

The Company had appointed M/s. Makarand M.
Joshi & Co. (Practising Company Secretaries), having
Firm Registration No.: P2009MH007000, to conduct
Secretarial Audit for the Financial Year ended March
31, 2026, as prescribed under Section 204 of the Act
and Rules made thereunder for a period of 5 (five)
years and the same was approved by the Shareholder
dated August 21, 2025. The Secretarial Audit Report in
the prescribed Form MR-3 for FY 2025-26 is annexed
to this Report. There are no qualifications, disclaimers,
reservations or adverse remarks made in the Report.

Internal Auditors

M/s Deloitte Touche Tohmatsu India LLP were re¬
appointed as the Internal Auditors of the Company
in accordance with Section 138 of the Act. They
undertook the internal audit as prescribed under
the Act. In addition to that, M/s Singhi and Company
were engaged to conduct internal audits at specific
locations including CFA, Distribution Centres, Regional
Offices, Zonal office and outsourcing units for FY 2025¬
26. The internal audits were carried out in accordance
with the scope and mandate defined by the Audit
Committee from time to time.

Cost Record and Cost Auditors

During the year under review, in accordance with
Section 148 of the Act, the Company has maintained
the accounts and cost records, as specified by the
Central Government. Such cost accounts and records
were subjected to audit by M/s D. C. Dave & Co., Cost
Auditors of the Company for FY 2025-26. The Cost
Auditors' Report did not contain any qualifications,
reservations, adverse remarks or disclaimers and
no frauds were reported by the Cost Auditors to the
Company under of Section 143 of the Act.

The Board of Directors has re-appointed M/s D. C. Dave
& Co., Cost Accountants, (Firm Registration No. 000611)
as Cost Auditors of the Company and recommends
ratification of the remuneration payable to the Cost
Accountants for FY 2025-26, by the Members at the
ensuing AGM.

Secretarial Standards

Pursuant to Section 205 of the Act, the Company
complies with the applicable Secretarial Standards as
mandated by the Institute of Company Secretaries of
India ('ICSI') in compliance with applicable provisions
read together with the relevant circulars issued by MCA.

Details in respect of Frauds Reported
by Auditors under Section 143(12) of the
Companies Act, 2013

During the year under review, no frauds were reported
by the auditors to the Audit Committee or the Board
under Section 143(12) of the Act read with Rule 13 of the
Companies (Audit and Auditors) Rules, 2014.

Significant and Material Orders Passed by the
Regulators or Courts or Tribunals Impacting
the going Concern Status

There are no significant and material orders passed
by the Regulators or Courts or Tribunals, Statutory and
quasi-judicial bodies, impacting the going concern
status and Company's operations in future. There is
no corporate insolvency resolution process initiated
under the Insolvency and Bankruptcy Code, 2016.
The disclosure pertaining to difference between the
valuation, at the time of one-time settlement and/or
availing the loan, is not applicable.

Internal Financial Control

Details in respect of adequacy on internal financial
controls concerning the Financial Statements are
inter-alia, stated in the MDA Section which forms part
of this Integrated Annual Report.

Disclosure under Sexual Harassment of
Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013,the Company has
put in place a Policy on Prevention of Sexual Harassment
of women at Workplace available at https://www.ceat.
com/investors/corporate-governance.html and 9
Internal Complaints Committees ('ICC') have been set
up to redress complaints and following are the details
of complaints for FY 2025-26:

Maternity Benefit Act, 1961

The Company has complied with the provisions
relating to the Maternity Benefit Act 1961.

Acknowledgement

Your Directors wish to express their grateful appreciation
for the cooperation and continued support extended
by its various stakeholders like the Central Government,
State Government, Customers, Suppliers, Dealers,
Value Chain Partners, Banks, Financial Institutions,
Communities, Employees and the Members towards
conducting business of the Company.

On behalf of the Board of Directors
H. V. Goenka

Place: Mumbai Chairman

Date: April 28, 2026 DIN: 00026726

Note: This Board's Report forms an integral part of the Integrated Annual Report and should be read together with
the Notice convening the AGM, the Financial Statements, and other statutory reports / sections contained herein.
Additional information is available on the Company's website www.ceat.com

1

Mr. Arnab Banerjee (DIN: 06559516) - Re-appointed
w.e.f. April 1, 2026 (Managing Director & CEO)