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Ceat Ltd. — AGM Information 2025
Aug 21, 2025
61454_rns_2025-08-21_08d2b929-e485-41ec-9aff-03a7d82f99df.pdf
AGM Information
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August 21, 2025
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Security Code: 500878
National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Symbol: CEATLTD NCD Symbol: CL25, CL26
Dear Sir/Madam,
Sub: Proceedings, Voting results, and Scrutinizer’s Report for the 66[th] Annual General Meeting of the Company.
Pursuant to Regulation 44 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and other rules and regulations, as may be applicable, please find attached herewith the proceedings, voting results of the business(es) transacted at the 66[th] AGM of the Company held on August 21, 2025, through Video Conferencing / Other Audio Visual Means, in the prescribed format along with the Scrutinizer’s report thereon. Please note all the resolutions have been passed with the requisite majority.
The above information is also being uploaded on the website of the Company i.e. www.ceat.com and on the website of National Securities Depository Limited i.e. www.evoting.nsdl.com.
It is requested to take the same on record and disseminate appropriately.
Thanking you,
Yours faithfully, For CEAT Limited
Digitally signed GAURAV by GAURAV TONGIA TONGIA Date: 2025.08.21 19:13:00 +05'30'
(Gaurav Tongia)
Company Secretary
Encl: As above
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Summary of the proceedings of the 66[th] Annual General Meeting of CEAT Limited held through Video Conferencing and Other Audio-Visual Means, on Thursday, August 21, 2025
The Sixty-Sixth Annual General Meeting (‘AGM’ / ‘Meeting’) of CEAT Limited (‘the Company’) was held on Thursday, August 21, 2025 at 3:00 p.m. (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) in compliance inter-alia, with Circulars 09/2024, 09/2023, 10/2022, 2/2022, 20/2020 and other relevant circulars issued by MCA in this regard (collectively referred to as ‘MCA Circulars’) and the applicable provisions of the Companies Act, 2013 and Rules made thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and other relevant circulars issued under SEBI Listing Regulations.
Mr. H. V. Goenka, Chairman of the Company, chaired the Meeting and after ascertaining the quorum, called the Meeting to order at 3:00 p.m. (IST). The Chairman welcomed all the Members to the AGM and introduced the fellow Directors on the Board who were attending the Meeting and confirmed the presence of Mr. Anant Goenka, Vice Chairman and Chairman of Sustainability and Corporate Social Responsibility Committee and Stakeholders’ Relationship Committee; Mr. Arnab Banerjee, Managing Director and Chief Executive Officer; Mr. Milind Sarwate, Independent Director and Chairman of Audit Committee, Ms. Daisy Chittilapilly, Independent Director and Chairperson of Risk Management Committee, Mr. Pierre Cohade, Non-Executive Non Independent Director and Dr. Santrupt Misra, Non-Executive Independent Director. Mr. Kumar Subbiah, Chief Financial Officer and Mr. Gaurav Tongia, Company Secretary were in attendance. Total 62 Members were present at the AGM through the VC/OAVM facility provided through WebEx and Webcast facility of National Securities Depository Limited (NSDL’). The Chairman informed that the representatives of Statutory Auditors ‘B S R & Co. LLP’ and Secretarial Auditors ‘Makarand M. Joshi & Co.’ were also attending this Meeting.
The Chairman also informed the Members that there was no proxy facility available for this AGM, as it was dispensed-with by MCA in view of the Meeting being held through VC/OAVM, while statutory registers were available for inspection electronically.
With the consent of the Members, the Notice convening the Meeting along with text of resolutions and explanatory statements were taken as received and read. Since the Auditors' Report on the Financial Statements (Standalone as well as Consolidated) for the year ended March 31, 2025, did not contain any qualifications, reservations, observations or adverse remarks the same was not required to be read.
The Chairman addressed the Meeting, inter-alia, highlighting Company's performance in the financial year 2024-25, including financial performances of the Company.
Mr. Gaurav Tongia, Company Secretary then informed the Members about remote e-voting facility provided by the Company for casting their votes on the resolutions as set out in the AGM Notice, from August 18, 2025, to August 20, 2025. He further informed that Members who are entitled to vote but have not voted through remote e-voting may still exercise their voting rights through e- voting platform provided by NSDL.
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The Chairman then invited the Members who had registered themselves as Speakers by sending request to express their views / ask questions in the AGM. The Chairman then replied to the comments/queries raised at the AGM.
The Chairman thanked the Members for attending the Meeting and declared the Meeting as concluded and informed that those Members who had not voted through remote e-voting may cast their votes during next 15 minutes and authorised the Company Secretary of the Company to receive the voting results and intimate the same to the Stock Exchanges.
Items of business as mentioned in the Notice convening the AGM, which were put to vote through remote e-voting and e-voting at the AGM were as under:
| Sr. No. | ORDINARY BUSINESS |
|---|---|
| 1. | Adoption of: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Report of the Auditors thereon.(Ordinary Resolution) |
| 2. | Declaration of Dividend of Rs. 30/- (Rupees Thirty only) per equity share of face value of Rs. 10/- (Rupees Ten only) each for the Financial Year ended March 31, 2025.(Ordinary Resolution) |
| 3. | Appointment of a Director in place of Mr. Harsh Vardhan Goenka, Non-Executive, Non-Independent Director (DIN: 00026726), who retires by rotation, in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.(Ordinary Resolution) |
| Sr. No. | SPECIAL BUSINESS |
| 4. | Ratification of remuneration payable to M/s D.C. Dave & Co., Cost Auditor of the Companyfor the Financial Year endingMarch 31,2026 (Ordinary Resolution) |
| 5. | Approval for Appointment of Secretarial Auditor for a term of five (5) years (Ordinary Resolution) |
| 6. | Authorisation for Issuance of Non-Convertible Debentures up to Rs. 1,000 crores on aprivateplacement basis (Special Resolution) |
| 7. | Re-appointment of Mr. Arnab Banerjee (DIN: 06559516) as Managing Director and Chief Executive Officer of the Company (Ordinary Resolution) |
The AGM concluded at 3:43 p.m., including the time provided for e-voting at the AGM.
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General information about company
| General information about company | General information about company |
|---|---|
| Scrip code | 500878 |
| NSE Symbol | CEATLTD |
| MSEI Symbol | NOTLISTED |
| ISIN | INE482A01020 |
| Name of the company | CEAT Limited |
| Type of meeting | AGM |
| Date of the meeting / last day of receipt of postal ballot forms (in case of Postal Ballot) | 21-08-2025 |
| Start time of the meeting | 03:00 PM |
| End time of the meeting | 03:43 PM |
Scrutinizer Details
| Scrutinizer Details | Scrutinizer Details |
|---|---|
| Name of the Scrutinizer | Mitesh Dhabliwala |
| Firms Name | Parikh & Associates |
| Qualification | CS |
| Membership Number | F8331 |
| Date of Board Meeting in which appointed | 29-04-2025 |
| Date of Issuance of Report to the company | 21-08-2025 |
Voting results
| Voting results | Voting results |
|---|---|
| Record date | 08-08-2025 |
| Total number of shareholders on record date | 145052 |
| No. of shareholders present in the meeting either in person or through proxy | |
| a) Promoters and Promoter group | 0 |
| b) Public | 0 |
| No. of shareholders attended the meeting through video conferencing | |
| a) Promoters and Promoter group | 22 |
| b) Public | 40 |
| No. of resolution passed in the meeting | 7 |
| Disclosure of notes on voting results |
Resolution(1)
| Resolution(1) | Resolution(1) | Resolution(1) | Resolution(1) | Resolution(1) | Resolution(1) | Resolution(1) | Resolution(1) | Resolution(1) |
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Report of the Auditors thereon. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and |
E-Voting | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 |
| Poll |
| Promoter Group |
Postal Ballot (if applicable) |
|||||||
|---|---|---|---|---|---|---|---|---|
| Total | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 15023622 | 11079197 | 73.7452 | 11074812 | 4385 | 99.9604 | 0.0396 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 15023622 | 11079197 | 73.7452 | 11074812 | 4385 | 99.9604 | 0.0396 | |
| Public- Non Institutions |
E-Voting | 6331072 | 18299 | 0.289 | 18165 | 134 | 99.2677 | 0.7323 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6331072 | 18299 | 0.289 | 18165 | 134 | 99.2677 | 0.7323 | |
| Total | 40450092 | 30192894 | 74.6423 | 30188375 | 4519 | 99.985 | 0.015 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution | ||||||||
| Details of Invalid Votes | |||||||||
| Category | No. of Votes | ||||||||
| Promoter and Promoter Group | |||||||||
| Public Insitutions | |||||||||
| Public - Non Insitutions | |||||||||
| Resolution(2) | |||||||||
| Resolution required: (Ordinary / Special) | Ordinary | ||||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | ||||||||
| Description of resolution considered | Declaration of dividend of Rs. 30 (Rupees Thirty only) per equity share of face value of Rs. 10 (Rupees Ten only) each for the Financial Year ended March 31 2025. |
||||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
|
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | |||
| Promoter and Promoter Group |
E-Voting | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 | |
| Poll | |||||||||
| Postal Ballot (if applicable) |
|||||||||
| Total | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 | ||
| Public- Institutions |
E-Voting | 15023622 | 11093638 | 73.8413 | 11093638 | 0 | 100 | 0 | |
| Poll | |||||||||
| Postal Ballot (if applicable) |
|||||||||
| Total | 15023622 | 11093638 | 73.8413 | 11093638 | 0 | 100 | 0 | ||
| Public- Non Institutions |
E-Voting | 6331072 | 18299 | 0.289 | 18171 | 128 | 99.3005 | 0.6995 | |
| Poll | |||||||||
| Postal Ballot (if applicable) |
| Total | 6331072 | 18299 | 0.289 | 18171 | 128 | 99.3005 | 0.6995 | |
|---|---|---|---|---|---|---|---|---|
| Total | 40450092 | 30207335 | 74.678 | 30207207 | 128 | 99.9996 | 0.0004 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution | ||||||||
| Details of Invalid Votes | ||||||||
| Category | No. of Votes | |||||||
| Promoter and Promoter Group | ||||||||
| Public Insitutions | ||||||||
| Public - Non Insitutions |
| Resolution(3) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Appointment of a director in place of Mr. Harsh Vardhan Goenka, Non-Executive, Non-Independent Director (DIN: 00026726) who retires by rotation, in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for reappointment. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 15023622 | 10965231 | 72.9866 | 10373073 | 592158 | 94.5997 | 5.4003 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 15023622 | 10965231 | 72.9866 | 10373073 | 592158 | 94.5997 | 5.4003 | |
| Public- Non Institutions |
E-Voting | 6331072 | 18250 | 0.2883 | 17741 | 509 | 97.211 | 2.789 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6331072 | 18250 | 0.2883 | 17741 | 509 | 97.211 | 2.789 | |
| Total | 40450092 | 30078879 | 74.3605 | 29486212 | 592667 | 98.0296 | 1.9704 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution | ||||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions |
| Resolution(4) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Ratification of remuneration payable to M/s D.C. Dave and Co Cost Auditor of the Company for the Financial year ending March 31, 2026. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 15023622 | 11092594 | 73.8344 | 11092594 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 15023622 | 11092594 | 73.8344 | 11092594 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 6331072 | 18261 | 0.2884 | 18095 | 166 | 99.091 | 0.909 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6331072 | 18261 | 0.2884 | 18095 | 166 | 99.091 | 0.909 | |
| Total | 40450092 | 30206253 | 74.6754 | 30206087 | 166 | 99.9995 | 0.0005 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution | ||||||||
Details of Invalid Votes Category No. of Votes
Promoter and Promoter Group Public Insitutions Public - Non Insitutions
Resolution(5)
| Resolution(5) | Resolution(5) | Resolution(5) | Resolution(5) | Resolution(5) | Resolution(5) | Resolution(5) | Resolution(5) | Resolution(5) |
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Approval for Appointment of Secretarial Auditor for a term of five (5) years. | |||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 |
| Public- Institutions |
E-Voting | 15023622 | 11050926 | 73.557 | 11021953 | 28973 | 99.7378 | 0.2622 |
|---|---|---|---|---|---|---|---|---|
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 15023622 | 11050926 | 73.557 | 11021953 | 28973 | 99.7378 | 0.2622 | |
| Public- Non Institutions |
E-Voting | 6331072 | 18270 | 0.2886 | 18104 | 166 | 99.0914 | 0.9086 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6331072 | 18270 | 0.2886 | 18104 | 166 | 99.0914 | 0.9086 | |
| Total | 40450092 | 30164594 | 74.5724 | 30135455 | 29139 | 99.9034 | 0.0966 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution | ||||||||
Promoter and Promoter Group Public Insitutions Public - Non Insitutions
Details of Invalid Votes Category No. of Votes Resolution(6)
| Resolution(6) | Resolution(6) | Resolution(6) | Resolution(6) | Resolution(6) | Resolution(6) | Resolution(6) | Resolution(6) | Resolution(6) |
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Authorisation for Issuance of Non Convertible Debentures up to Rs. 1000 (crores) on a private placement basis. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 15023622 | 11092594 | 73.8344 | 11092594 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 15023622 | 11092594 | 73.8344 | 11092594 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 6331072 | 18279 | 0.2887 | 17783 | 496 | 97.2865 | 2.7135 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6331072 | 18279 | 0.2887 | 17783 | 496 | 97.2865 | 2.7135 | |
| Total | 40450092 | 30206271 | 74.6754 | 30205775 | 496 | 99.9984 | 0.0016 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution | ||||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions |
| Resolution(7) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Re-appointment of Mr. Arnab Banerjee as Managing Director and Chief Executive Officer of the Company. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes – in favour |
No. of votes – against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 19095398 | 19095398 | 100 | 19095398 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 15023622 | 10926144 | 72.7264 | 10752679 | 173465 | 98.4124 | 1.5876 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 15023622 | 10926144 | 72.7264 | 10752679 | 173465 | 98.4124 | 1.5876 | |
| Public- Non Institutions |
E-Voting | 6331072 | 18245 | 0.2882 | 17719 | 526 | 97.117 | 2.883 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6331072 | 18245 | 0.2882 | 17719 | 526 | 97.117 | 2.883 | |
| Total | 40450092 | 30039787 | 74.2638 | 29865796 | 173991 | 99.4208 | 0.5792 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution | ||||||||
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter and Promoter Group | |
| Public Insitutions | |
| Public - Non Insitutions |
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To, The Chairman/Company Secretary CEAT Limited 463, Dr. Annie Besant Road, Worli, Mumbai – 400 030
Dear Sir,
Sub: Consolidated Scrutinizer’s Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and e-voting during the AGM for the 66[th] Annual General Meeting of CEAT Limited held on Thursday, August 21, 2025 at 3:00 p.m. (IST) through video conferencing (‘VC’) / other audio visual means (‘OAVM’).
I, Mitesh Dhabliwala, of Parikh & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of CEAT Limited pursuant to Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process in respect of the below mentioned resolutions proposed at the 66[th] Annual General Meeting (“AGM”) of CEAT Limited on Thursday, August 21, 2025, at 3:00 p.m. (IST) through VC/OAVM.
I was also appointed as Scrutinizer to scrutinize the e-voting process during the said AGM.
The notice dated July 17, 2025, convening the AGM, as confirmed by the Company was sent to the shareholders in respect of the below mentioned resolutions proposed to be passed at the AGM of the Company through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, in compliance with the General Circulars 09/2024, 09/2023, 10/2022, 2/2022, 20/2020 and other circulars issued by the Ministry of Corporate Affairs (collectively referred to as ‘MCA Circulars’).
The Company had availed the e-voting facility offered by National Securities Depository Limited (‘NSDL’) for conducting remote e-voting and e-voting at the AGM by the shareholders of the Company.
The voting period for remote e-voting commenced on Monday, August 18, 2025 at 9:00 a.m. (IST) and ended on Wednesday, August 20, 2025 at 5:00 p.m. (IST) and the NSDL e-voting platform was disabled thereafter.
The Company had also provided e-voting facility to the shareholders present at the AGM through VC/OAVM and who had not cast their vote earlier.
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The shareholders of the Company holding shares as on the “cut-off” date of Thursday, August 14, 2025 were entitled to vote on the resolutions as contained in the Notice of the AGM.
After the closure of e-voting at the AGM, the report on voting done during the AGM and the votes cast under remote e-voting facility prior to the AGM were unblocked and counted.
I have scrutinized and reviewed the remote e-voting and e-voting during the AGM and votes cast therein based on the data downloaded from the NSDL e-voting system.
The Management of the Company is responsible for ensuring compliance with the requirements of the Act and rules relating to remote e-voting and e-voting during the AGM on the resolutions contained in the notice of the AGM.
My responsibility as scrutinizer for the remote e-voting and e-voting during the AGM is restricted to making a Scrutinizer’s Report of the votes cast in favour or against the resolutions.
I now submit my consolidated report as under on the results of the remote e-voting and e-voting during the AGM in respect of the said resolutions.
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Resolution 1: Ordinary Resolution
To receive, consider and adopt:
a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon; and
b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Report of the Auditors thereon.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 480 | 3,01,88,375 | 99.9850 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 6 | 4,519 | 0.0150 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
==> picture [452 x 12] intentionally omitted <==
Resolution 2: Ordinary Resolution
To declare dividend of Rs. 30/- (Rupees Thirty) per equity share of face value of Rs. 10/- (Rupees Ten) each for the Financial Year ended March 31, 2025.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 484 | 3,02,07,207 | 99.9996 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 4 | 128 | 0.0004 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
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Resolution 3: Ordinary Resolution
To appoint a Director in place of Mr. Harsh Vardhan Goenka, Non-Executive, Non-Independent Director (DIN: 00026726), who retires by rotation, in terms of Section 152(6) of the Companies Act, 2013 (‘the Act’) and being eligible, offers himself for re-appointment.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 433 | 2,94,86,212 | 98.0296 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 54 | 5,92,667 | 1.9704 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
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Resolution 4: Ordinary Resolution
Ratification of remuneration payable to M/s D.C. Dave & Co., Cost Auditor of the Company for the Financial Year ending March 31, 2026.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 478 | 3,02,06,087 | 99.9995 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 6 | 166 | 0.0005 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
==> picture [452 x 12] intentionally omitted <==
Resolution 5: Ordinary Resolution
Approval for Appointment of Secretarial Auditor for a term of five (5) years.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 469 | 3,01,35,455 | 99.9034 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 14 | 29,139 | 0.0966 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
==> picture [452 x 12] intentionally omitted <==
Resolution 6: Special Resolution
Authorisation for Issuance of Non-Convertible Debentures up to Rs. 1,000 crores on a private placement basis.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 478 | 3,02,05,775 | 99.9984 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 8 | 496 | 0.0016 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
==> picture [452 x 12] intentionally omitted <==
Resolution 7: Ordinary Resolution
Re-appointment of Mr. Arnab Banerjee as Managing Director and Chief Executive Officer of the Company.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 459 | 2,98,65,796 | 99.4208 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 26 | 1,73,991 | 0.5792 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
Thanking you, Yours faithfully, Mitesh Dilip Digitally signed by Mitesh Dilip Dhabliwala Dhabliwala Date: 2025.08.21 17:38:38 +05'30' Mitesh Dhabliwala Parikh & Associates Practising Company Secretaries
For CEAT Limited
GAURAV Digitally signed by GAURAV TONGIA TONGIA Date: 2025.08.21 19:12:22 +05'30' (Gaurav Tongia) Company Secretary
FCS: 8331 CP No.: 9511 111,11th Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp. Laxmi Indl. Estate, Off Link Road, Above Shabari Restaurant, Andheri West, Mumbai – 400053 Place: Mumbai Dated: August 21, 2025 UDIN: F008331G001053408 P/R No.: 6556/2025