Your Directors are pleased to present the 61^st Annual Report of the Company along with the Company's Audited Financial Statements for the Financial Year ended March 31, 2022.

1. FINANCIAL SUMMARY

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2022 is given below. The figures of the current Financial Year and previous Financial Year have been prepared in accordance with the Indian Accounting Standards ('Ind AS').

Capital expenditure incurred during the year amounted to Rs. 7,369 Lakhs as compared to Rs. 4,898 Lakhs in the previous Financial Year 2020-21. The interest and other finance cost was Rs. 412 Lakhs as compared to Rs. 342 Lakhs in the previous Financial Year.

3. OPERATIONS

The Company manufactures and sells automotive tyres viz. farm tyres and commercial truck tyres at its Ballabgarh plant. The Company also markets and sells "Goodyear” passenger car tyres (Radial) which are manufactured by Goodyear South Asia Tyres Private Limited ('GSATPL'), Aurangabad, in the replacement market. Other products which the Company markets and sells include tubes and flaps.

The state wise lockdown measures undertaken in view of the Covid-19 pandemic have marginally impacted Farm tyre industry volumes in the year 2021-22. Revenue witnessed decline since Aug 2021 due to the high base of same period in previous year (aided by pent up demand from the enforced lockdown in March-May 2020), However, healthy rabi cash flows, good monsoon and good water reservoir levels contributed to sequential sales and sustained industry volumes in 2021-22 which is marginally lower than volumes in Financial Year 20-21.

Though the spread of pandemic to rural areas and uneven monsoon performance continues to be areas of concern, the industry volumes have remained healthy.

High base, moderation in demand, 2nd and 3rd waves of Covid, and unseasonal rainfall impacted rabi crop in later part of the year, and lead to overall marginal fall in industry volumes in the fiscal Financial Year 2021-22.

The inflationary pressures and resultant price increases have led to consumers tightening their purse-strings and relooking at discretionary purchases, while also downtrading.

However, Farm industry sentiments remained positive on account of better crop, higher government interventions through income support schemes and higher crop procurement which supported the Farm industry to sustain volume at almost Financial Year 2020-21 levels.

Key parameters that influenced business in Financial Year 2021-22:-

a. Uneven spread of monsoon

b. Healthy Rabi crop production which was a key factor in improving liquidity /cash flow in rural areas

c. Favorable water reservoir levels: 7% higher vs last year, 26% higher vs last 10 years average

d. Government support programs for farmers like MSP, Direct Benefit Transfers (DBT), Direct crop procurement

OE Farm Business continued to focus on maintaining category leadership through excellence in operational and key account management to deliver enhanced Customer Service.

In the Farm Replacement channel, the focus continued to be on increasing distribution footprint and on channel extraction along with delivering high quality products and enhancing consumer experience, making Goodyear easy to buy, own and recommend.

These initiatives, both in OE and Replacement channels supported by best-in-class team has been the key to Company being able to sustain its overall leadership position in the Farm business.

The Consumer replacement business has outperformed industry growth in Financial Year 2021-22 despite the continuing challenges of Covid, lockdown and working restrictions.

This was a result of key initiatives mentioned below:

(i) Channel expansion in both urban and rural areas leveraging synergies with our farm business.

(ii) Sustaining high levels of engagement with channel partners and enabling better service to consumers by effectively leveraging technology.

(iii) Investments in building the Goodyear brand visibility; both on the ground and digitally.

4. DIVIDEND

The Board has recommended a final dividend of Rs. 20/- per equity share of Rs. 10/- each and a special dividend of Rs.80/- per equity share of Rs. 10 each amounting to Rs 23067 lakhs for the Financial Year 2021-22 as against final dividend of Rs. 18/- per equity share, special dividend of Rs. 80/- per equity share, and interim dividend of Rs. 80/- per equity share in the previous Financial Year 2020-21

The Dividend recommendation is in accordance with the Dividend Distribution Policy of the Company available at the Investors Relations section on the Company's website at www.goodvear.co.in/investor-relations

The final dividend of Rs. 20/- per equity share and special dividend of Rs. 80/- per equity share 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 RESERVE

During the Financial Year 2021-22, the Company has not transferred any amount towards any Reserve.

6. AWARDS AND RECOGNITIONS

The Company has been certified as a Great Place to Work®, a prestigious recognition awarded in December 2021. This is a testimony to the Company's vibrant culture centered around the values of Trust, Transparency and Meritocracy. Further, the Company has also been bestowed with another prestigious recognition The Economic Times Best Organizations for Women 2022, an honor that reflects our sustainable transformation journey and showcases the diverse wealth of new ideas, perspectives and experiences leading to innovation and growth.

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 2021-22, 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, 2022 and of the profit and loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts for the Financial Year 2021-22 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

Farm tyre industry was at an all-time high in Financial Year 2020-21 despite Covid-19 and managed to maintain the same in Financial Year 2021-22 despite of a high base of Financial Year 2020-21.

After the growth in last two years, we are seeing a moderate demand for Financial Year 2022-23 and the industry is expected to be at -1% to 1 % (Source: ICRA Apr'22 estm.).

Key macro factors influencing the demand are positive:

• The government will ensure wheat and paddy farmers get assured income by making direct payments of Rs.2.37 lakh crore for minimum support price (MSP)

• In 2022, Government hiked 150% of budget allocation towards Agriculture infrastructure fund (INR 200 Cr. to 500 Cr.)

• Budget for RKVY (Rastriya Krishi Vikas Yojana) increased by ~400% (INR 2000 Cr to INR 10000 Cr.)

• The southwest monsoon in 2022 is likely to be normal (Source: Skymet, a private weather agency)

• Water storage levels of 123 major reservoirs is 26% higher than average of last 10 years and 7% higher than last year (Source: Central Water Commission)

The mid to long-term outlook of the farm tyre industry continues to be positive with an expected growth of 3%-5% (source: ICRA Apr'22 estm.) due to the following factors:

• Agriculture contribution to GDP at ~20%

• Strong focus of the Government to enhance rural income through enhanced Minimum Support Price

• Lower tractor penetration & labor shortage driving growths towards mechanization

• Investment towards the improvement of rural infrastructure

• Agriculture and rural startups will receive funds from NABARD

Passenger tyre segment saw a swift recovery in demand after the second wave of Covid in May 2021. There has been a slowing down in demand starting early 2022 coinciding with the onset of the third wave of Covid. Recovery in demand post the third wave has not been as swift as seen after the previous waves. High levels of inflation also seem to be impacting demand this year.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

Appointment/Re-appointment and/or Cessation/Resignation of Directors and KMP:

Mr. Mitesh Mittal (DIN: 05231968), Whole Time Director and Chief Financial Officer of the Company, resigned from the office of Whole time Director and Chief Financial Officer of the Company w.e.f. close of business hours on May 31, 2021.

Mr. Manish Mundra (DIN: 08724646) was appointed on the Board as an Additional Director of the Company w.e.f. July 13, 2021 and as Whole Time Director and Chief Financial Officer of the Company w.e.f. July 13, 2021 for a period of 5 years. Appointment of Mr. Manish Mundra was approved by the Members of the Company at the AGM held on August 12, 2021..

Ms. Sonali Khanna, Company Secretary, Compliance Officer and Key Managerial Personnel of the Company resigned from the office of Company Secretary, Compliance Officer and Key Managerial Personnel w.e.f. the close of business hours on August 23, 2021. Mr. Anup Karnwal was appointed as Company Secretary, Compliance Officer and Key Managerial Personnel of the Company by the Board w.e.f. February 01, 2022.

None of the Director is disqualified from being appointed as or holding office of Director as stipulated in Section 164 of the Companies Act 2013 (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, 2022 and have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors is 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 interest of the Company.

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Ms. Nicole Amanda Nuttall (DIN: 08164858) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment. The Board on recommendation of NRC has recommended her re-appointment to shareholders.

A brief resume of the Director proposed to be re-appointed, her expertise in specific functional areas, names of companies in which she holds directorships, Committee membership/s / Chairmanship/s, shareholding etc. as stipulated under Secretarial Standard-2 issued by Institute of Companies Secretaries of India and Regulation 36(3) of the SEBI Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

During the Financial Year 2021-22, the Board in consultation with the Nomination & Remuneration Committee ('NRC'), has revised the Annual Evaluation Framework for Board, Committee(s) and Individual Director(s) and the Directors 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 adequately reviews and guides 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.

During the Financial Year 2021-22, The Board on recommendation of the Nomination & Remuneration Committee approved the revision in the Nomination and Remuneration Policy of the Company. The Policy 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

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have a Subsidiary, Joint Venture or

Associate Company.

16. AUDITORS

(i) Statutory Auditors and their Report

In accordance with the provisions of the Act and rules made thereunder Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018) were appointed as Statutory Auditors to hold office from the conclusion of the 56th Annual General Meeting (AGM) held on August 09, 2017, until the conclusion of the 61st AGM to be held in the year 2022. 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 2021-22. Further, there was no fraud reported by the Auditors of the Company for the Financial Year 2021-22. Therefore, no detail is required to be disclosed under Section 134(3) (ca) read with Section 143(13) of the Companies Act, 2013.

In accordance with the provisions of the Act and rules made thereunder and on recommendation of the Audit Committee of the Company, the Board of Directors have recommended to the members of the Company for its approval the re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018), as the Statutory Auditors of the Company from the conclusion of 61^st AGM to be held in the year 2022 until the conclusion of the 66^th AGM to be held in the year 2027. The agenda item forms part of the 61^st AGM notice of the Company.

In view of the above, the Company has received written Consent and a 'Eligibility Letter' from Deloitte Haskins & Sells LLP dated May 17, 2022 to the effect, inter-alia, that their re-appointment, if made, shall be in accordance with the limits specified under the provisions of Companies Act, 2013, that they meet the criteria of independence and that they are not disqualified for such appointment under provisions of applicable laws and rules framed thereunder.

(ii) Cost Auditors and their Report

Pursuant to the Section 148 of the Act read with applicable rules made thereunder and on recommendation of Audit Committee of the Company, M/s Vijender Sharma & Co. (FRN: 000180), Cost Accountants, were re-appointed by the Board as Cost Auditors for conducting the audit of the cost records maintained by the Company for the Financial Year 2022-23, subject to ratification of remuneration by the Members in the ensuing AGM. The Company had received a letter from them to the effect that their re-appointment would be within the limits prescribed under section 141(3) of the Act and that they are not disqualified for such reappointment within the meaning of Section 141 of the Act.

Further, there was no fraud reported by the Cost Auditors of the Company for the Financial Year 2021-22. Therefore, no detail is required to be disclosed under Section 134(3Xca) read with Section 143(13) of the Companies Act, 2013.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 are made and maintained by the Company.

(iii) Secretarial Auditors and their Report

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report and Compliance Report is annexed herewith as Annexure-B to this Report duly certified by Chandrasekaran Associates, Company Secretaries, (FRN: P1988DE002500), as Secretarial Auditors of the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except delay in filing of certain forms with the Registrar of Companies which was filed by the Company with additional fee due to some technical difficulties faced by the Company.

Further, there was no fraud reported by the Secretarial Auditors of the Company for the Financial Year 202122. Therefore, no detail is required to be disclosed under Section 134(3)(ca) read with Section 143(13) of the Companies Act, 2013.

17. INTERNAL FINANCIAL CONTROLS

The Integrated Framework adopted by the Company, which is based on applicable guidance on Internal Financial Control, is adequate and effective. The Internal Financial Controls and its adequacy and operating effectiveness is included in the Management Discussion and Analysis Report annexed as Annexure C, forming a part of this Report.

18. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has formulated its Vigil Mechanism (Whistle Blower Policy) to deal with concerns/complaints of directors and employees, if any. The details of the Policy are also provided in the Corporate Governance Report annexed as part of Annual Report and the Policy is available at the Investors Relations section on the Company's website at www.goodvear. co.in/investor-relations.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (LODR) 2015, a detailed Management Discussion & Analysis Report forming part of the Annual Report is annexed as Annexure-C to this Report.

20. HUMAN RESOURCES

Industrial Relations

Industrial harmony was maintained during the year through peaceful and productive employee relations. To augment the skills of employees, multiple training sessions were imparted to employees on matters related to ethics and compliance, discipline, safety of the employees and environmental awareness. Wide-ranging employee engagement initiatives

e.g., celebrations of milestone & festivals were organized to increase and sustain the engagement levels of employees, which led to Goodyear India Ltd. being certified as a "Great Place to Work” in the last quarter of 2021 by an independent reputed external agency. The total number of salaried and hourly paid employee as on March 31, 2022 stood at 938.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has continuously strived to be a socially, ethically and environmentally responsible corporate entity. During Financial Year 2021-22, the Company has invested in CSR projects on education, environment and healthcare infrastructural support for Covid-19 pandemic. Implementation of these projects were carried out either by the Company or through various partners with their expertise in the thematic areas with focus on the CSR initiatives being carried out in the communities of Ballabgarh and Faridabad where the Company's manufacturing facility is 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 capturing area of focus of Company for CSR activities, organisation mechanism, implementation of projects etc., is also available at the Investors Relations section on the Company's website at www.goodyear.co.in/investor-relations.

22. BUSINESS RESPONSIBILITY REPORT (BRR)

Business Responsibility Report for the Financial Year 202122 which includes principles to assess compliance with environmental, social and governance norms for the year under review is annexed as 'Annexure-E' to this Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as 'Annexure-F' to this Report.

24. RISK MANAGEMENT POLICY

The Board has constituted a Risk Management Committee in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and external environment risks. The Risk Management Committee has formulated the Risk Management Policy for the Company.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013. As per the said Policy, an Internal Committee (IC) is duly constituted by the Company. During the Financial Year 2021-22, no complaint was received by the Company and no complaints were outstanding at the end of the Financial Year 2021-22.

26. PARTICULARS OF EMPLOYEES (SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014)

The information required pursuant to Section 197 of the Companies Act, 2013 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 Annual General Meeting where in Financial Statements for the Financial Year 2021-22 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 Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Act read with Rule 6 of Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time thereof), the dividends {unpaid/ unclaimed for a period of 7 (seven) consecutive 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 2021-22 to IEPF Authority:

28. OTHER INFORMATION

(i) Sweat Equity Shares, Employee Stock Option/Right Issue/Preferential Issue

The Company has neither come up with any Right Issue/ Preferential Issue, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the Financial Year 2021-22.

(ii) Significant and material orders passed by the regulators

No significant and material orders have been passed during the Financial Year 2021-22 by the regulators, courts or tribunals affecting the going concern status and Company's operations in the future.

(iii) Material Changes & Commitments

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

(iv) Change in Nature of business, if any

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

(v) Compliance with Secretarial Standards

The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings) issued by the by the Institute of Company Secretaries of India.

(vi) Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding under the Insolvency and Bankruptcy Code, 2016 ("IBC Code”) during the Financial Year and does not have any pending proceedings related to IBC Code. The Company has not made any onetime settlement during the Financial Year 2021-22 with Banks or Financial Institution.

29. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust, confidence and support bestowed upon us. The Board of Directors are also grateful to the holding for their contribution towards the growth and success of the Company.

The Board of Directors assures to uphold the Company's commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

The Board of Directors thanks all stakeholder for their commitment and invaluable contributions toward helping our business succeed and on course to deliver sustainable and profitable growth.

Please do look after the health and safety of yourself and your families.

On behalf of the Board of Directors Sandeep Mahajan

May 26, 2022 (Chairman & Managing Director)

Place: Delhi DIN: 08627456