CEAT Ltd

During the Financial Year 2024 25, the Company continued its upward trajectory in revenue, driven by strong contributions across key business segments. On a standalone basis, the Company recorded revenue from operations of Rs. 13,17,165 lakhs, higher by 10.76% compared to Rs. 11,89,260 lakhs during last financial year. On a consolidated basis, the Company recorded revenue from operations of Rs. 13,21,787 lakhs, higher by 10.67% compared to Rs. 11,94,348 lakhs during last financial

The replacement business delivered a robust performance, especially in the commercial vehicle segment, which witnessed doubledigit growth. The twowheeler segment also registered 10.8% growth, while the passenger vehicle segment recorded a 6.8% growth. The OEM segment also reported 7.1% growth, led by Passenger Car Utility Vehicles (PCUV) and 2/3wheeler categories. The Company received new model approvals as well as enhanced share of business from particularly in PCUV. Despite macroeconomic challenges, including substantial freight rate hikes and container shortages in Q1, the International Business segment posted modest growth. Notably, both the PCUV and 2/3wheeler categories within this segment recorded about 19% growth.

Rs. 1,67,303 lakhs of the last financial year due to higher raw material cost.

Capital expenditure for the year aggregated to Rs. 94,336 Lakhs for expanding capacities across product segments and improving efficiencies. Debt levels saw an increase, consolidated gross debt standing at Rs. 1,92,835 Lakhs from Rs. 1,62,890 Lakhs last year. However, the Company has maintained a healthy debttoEBITDA ratio of 1.29x.

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.

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on March 31, 2025, to which the Financial Statement relate and the date of this Report.

Considering the profits for the year under review and keeping in view capital expenditure requirements of the Company, the Directors are pleased to recommend a dividend of Rs. 30 (i.e. 300 %) per equity share of face value Rs. 10/ each for the Financial Year ended March 31, 2025. The dividend for last year was Rs. 30 (300%) per equity share.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has adopted the Dividend Distribution Policy which is available at https://www.ceat.com/ investors/corporategovernance.html

The Company has not accepted any deposit during the financial year FY 202425 and no interest is due for payment.

The highlights of performance of subsidiaries and their contribution to the overall performance are included in the Form AOC 1, Consolidated Financial Statements section in this Annual Report, in accordance with the provisions, interalia, under Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. The details of developments among subsidiaries during the year under review are set out in the Notes to Consolidated Financial Statements.

Further, the subsidiary(ies) which were incorporated during the year/previous year(s) viz. PT CEAT Tyres, Indonesia, CEAT OHT Lanka (Private) Limited, Sri Lanka and CEAT Brazil Tires Servicos Ltda, Brazil, did not commence operations and thus no income is being reported for FY 202425.

In accordance with Section 129(3) of the Act and Regulation 34(2) of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, associate companies and joint ventures of the Company, form part of this Integrated Annual Report.

Directors and Key Managerial Personnel Officer does not Appointments and Reappointments

Ms. Daisy Chittilapilly (DIN: 09577569) Appointed w.e.f. May 2, 2024 Mr. Praveen Pardeshi (DIN: 01658052) Appointed w.e.f. June 17, 2024 Dr. Santrupt Misra (DIN: 00013625) Appointed w.e.f. March 18, 2025

Mr. Arnab Banerjee Reappointed as Managing Director & CEO for a oneyear term (April 1, 2025 March 31, 2026), approved at the 65th AGM on August 29, 2024.

Mr. Gaurav Tongia Appointed as Company Secretary and Compliance Officer w.e.f. July 1, 2024.

Ms. Priya Nair (DIN: 07119070) Resigned w.e.f. April 1, 2024, due to other professional commitments. Mr. Praveen Pardeshi (DIN: 01658052) Resigned w.e.f. April 10, 2025, due to preoccupations.

Mr. Mahesh Gupta (DIN: 00046810), Mr. Atul Choksey (DIN: 00002102), and Mr. Haigreve Khaitan (DIN: 00005290) Completed their second terms, effective September 26, 2024.

Mr. Ranjit Vasant Pandit (DIN: 00782296) Resigned on March 2, 2025, after nearly 10 years of service. Mr. Paras K Chowdhary (DIN: 00076807) Resigned w.e.f from close of business hours on July 7, 2025, due to personal exigences.

Ms. Vallari Gupte, Company Secretary and Compliance Officer Resigned w.e.f. close of business hours on May 7, 2024.

Mr. Arnab Banerjee (DIN: 06559516), Managing Director and ChiefExecutive any profit related commission from the Company or any of the subsidiaries of the Company as prescribed under Section 197(14) of the Act. No other remuneration is received by him from the subsidiary company(ies). Details of executive compensation are contained in this annual report.

The Board has adopted a Nomination and Remuneration Policy which serves as a guiding framework for the appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company. The policy lays down the criteria for determining qualifications, positive attributes and independence of Directors, as mandated under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations as amended from time to time. The detailed policy is available at https://www.ceat.com/ investors/corporategovernance.html.

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; and expertise IV. core skills/expertise/competencies required of the Board of Directors of the Company; ectors) Rules, 2014, as applicable. V. Board Diversity.

All the Independent Directors of the Company have provided declaration of independence as required under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. Further, Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. 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 and they qualifications,experience, proficiency hold highest standards of integrity. The Directors are compliant with the provisions of Rule 6 of the Companies (Appointment andQualification of

In the opinion of the Board, Ms. Daisy Chittilapilly, Mr. Praveen Pardeshi and Dr. Santrupt Misra, the Directors appointed during the year under review, are persons of integrity and have relevant expertise and experience.

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.

In compliance with the Companies Act, 2013 and the SEBI 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.

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

During the year under review, the Company created a charge for an amount of Rs. 500 crores over specified assets located at the Ambernath Plant in order to secure a term loan.

The Company has formulated a Policy on Related Party Transactionsforthe transactions. The said Policy was amended during the year, interalia, due to change(s) in underlying provisions of SEBI

The paidup equity capital of the Company as on March 31, 2025 was Rs. 4,045 lakhs. The said shares are listed on the BSE Limited and the National Stock Exchange of India Limited. There was no change in the paidup capital of the Company, during the year under review.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025, is available on its website at https://www.ceat.com/investors/ shareholderinformation.html

In line with environmental sustainability goals, the Company has significantly reduced its reliance on conventional energy by adopting hybrid energy input model at five of its six manufacturing plants under its green manufacturing strategy.

Foreign Exchange earned 2,55,290 2,35,159 Foreign Exchange outgo 3,06,679 2,10,198

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 confirming compliance 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.

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, 2025 and the Statement of Profit and Loss for the said Financial Year ended March 31, 2025.

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 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.

In line with the SEBI Circular dated February 6, 2017 on Integrated Reporting by Listed Entities, the Company has been publishing Integrated Annual Report, since the Financial Year 201920. YearonYear, 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, a separate section on Management Discussion and Analysis (MDA), as approved by the Board, forms part of this Integrated Annual Report and outlines 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 Regulations, Auditor duly approved by the Board.

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

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/W100022), 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 Companies Act, 2013, read with the Companies (Audit and of 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, 2025, as prescribed under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report in the prescribed Form MR3 for FY 202425 furnished by M/s Parikh & Associates is annexed to this Report. There are no qualifications, disclaimers, reservations or adverse remarks made in the Secretarial Audit Report. During the year the Company paid an amount of Rs.10,000 as per the directives of NSE for short notice intimation of record date for payment of interest on NCD.

Further pursuant to recent amendment to SEBI Listing Regulations, the Audit Committee and the Board at their meetings held on April 29, 2025 approved appointment of M/s. Makarand M. Joshi & Co. (Practising Company Secretaries) (MMJC) as the Secretarial Auditor of the Company for a period of 5 (five) years and has recommended the to members for their approval. Accordingly, an item for appointment of Secretarial Auditors of the Company is being placed at the ensuing AGM for approval by the Members.

M/s Deloitte Touche Tohmatsu India LLP were reappointed as the Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013. M/s Deloitte Touche Tohmatsu India LLP undertook the internal audit of the Company 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 2024 25. The internal audits were carried out in accordance with the scope and mandate defined by the Audit Committee from time to time.

The Board of Directors has reappointed M/s D. C. Dave & Co., Cost Accountants, (Firm Registration No. 000611) as Cost Auditors of the Company and recommends ratification remuneration payable to the Cost Accountants for the year ending on March 31, 2026 by the Members at the ensuing AGM.

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.

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

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

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: July 17, 2025 DIN: 00026726