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Goodyear India Ltd. — Proxy Solicitation & Information Statement 2026
Feb 16, 2026
61590_rns_2026-02-16_7b2c71f9-8a26-4728-9b11-218401f8ac5f.pdf
Proxy Solicitation & Information Statement
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February 16, 2026
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To The Dept. of Corporate Services BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001
Scrip Code: 500168 ISIN: INE533A01012
Sub : Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice
Dear Sir(s),
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, please find enclosed the Postal Ballot Notice dated January 07, 2026 along with an explanatory statement with respect to the Resolution through postal ballot for seeking the approval of Members of the Company, by way of remote e-voting process for the appointment of Mr. Anil Kumar Singh (DIN: 11368937) as an Non Executive Non Independent Director of the Company for a period of five (5) years w.e.f. January 07, 2026, being liable to retire by rotation.
In conformity with the requirements, the said Notice is being sent only through electronic mode to those members whose names appear as on Cut-off date i.e. Friday, February 13, 2026, in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories and whose email ID’s were registered with the Company and/or with the depository.
The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members. The remote e-voting period shall be available from 9:30 A.M. (IST) on Friday, February 20, 2026 upto 5:00 P.M. (IST) on Saturday, March 21, 2026, thereafter the remote e- voting module will be blocked and voting shall not be allowed beyond said time. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date.
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This Postal Ballot Notice containing the proposed resolution will also be available on the website of the Company at www.goodyear.co.in/investor-relations and on the website of NSDL at www.evoting.nsdl.com.
We request you to take the above information on record.
Thanking You
Yours sincerely, For Goodyear India Limited
ANUP Digitally signed by ANUP KARNWAL KARNWAL Date: 2026.02.16 16:06:23 +05'30' Anup Karnwal Company Secretary & Compliance Officer Membership No.: A19786
Encl.: as above
Cc:
National Securities Depository Limited 4th Floor, ‘A” Wing, Trade World, Kamala Mills Compounds, Lower Parel, Mumbai – 400 013
Central Depository Services (India) Limited Marathon Futurex, A-Wing, 25[th] Floor, NM Joshi Marg, Lower Parel, Mumbai-400013
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GOODYEAR INDIA LIMITED
(CIN: L25111HR1961PLC008578) Registered Office: Mathura Road, Ballabgarh, (Dist. Faridabad)-121004, Haryana, India Telephone: 0129-6611000
E-mail: [email protected], Website: www.goodyear.co.in
POSTAL BALLOT NOTICE
[Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and applicable circulars issued by the Ministry of Corporate Affairs, Government of India]
DEAR MEMBER(S),
NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (“the Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) as amended from time to time, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and other applicable provisions, if any, of the Act, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”), inter-alia, for conducting Postal Ballot through e-voting vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and Circular No. 3/2025 dated September 22, 2025 and other relevant circulars (hereinafter collectively referred to as “MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR, 2015”) as amended from time to time and as per Secretarial Standard-2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) as amended and pursuant to other applicable provisions, if any, for the time being in force, for the resolution as set out in this Postal Ballot Notice (“Notice”) to be passed by members of Goodyear India Limited (“the Company”) by means of Postal Ballot through voting by electronic means only (“remote e-voting”).
In compliance with MCA Circulars, this Notice along with the explanatory statement is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company / Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by
the Depositories as on Friday, February 13, 2026 (“Cut-off date”). If Member’s e-mail address is not registered with the Company/ Depositories, then please follow the process provided in the Notes forming part of this notice to receive this Postal Ballot Notice, login ID and password for remote e-voting. Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted.
In compliance with Regulation 44 of the SEBI LODR, 2015, as amended time to time, the Company has provided the facility of voting by electronic means (Remote E-voting) through NSDL platform to enable the Members to cast their votes electronically.
The Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.
The explanatory statement pursuant to Section 102(1) and 110 of the Act, SS-2 and Regulation 17(11) and 36(3) of the SEBI LODR, 2015 as amended and other applicable provisions of the Act and/or the SEBI LODR, 2015, pertaining to the said resolution setting out all the material facts and the reasons / rationale thereof, is also appended and forms an integral part of this notice.
Pursuant to Rule 22(5) of the Rules, the Board of the Directors of the Company has appointed APAC & Associates LLP, Company Secretaries (ICSI Unique Code – P2011DE025300) represented by Mr. Chetan Gupta,
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Partner, (COP No. 7077), as the Scrutinizer for conducting the Postal Ballot through Remote E-voting process in a fair and transparent manner.
The remote e-voting period will commence at 09:30 A.M. (IST) from Friday, February 20, 2026 and end on Saturday, March 21, 2026 at 5:00 P.M. (IST). Thereafter, the Remote E-voting will be blocked, and voting shall not be allowed beyond the said time. Based on the Scrutinizer’s Report, the Results of Remote E-voting will be declared by the Chairman of the Company or in his absence, any person authorised by him in writing within 48 hours from the conclusion of the Remote E-voting period.
The results along with the Scrutinizer’s Report shall be displayed at the Registered Office and the Corporate Office of the Company. The declared Result, along with the Scrutinizer’s Report, will be available forthwith on the Company’s website at www.goodyear.co.in/investor-relations and will also be forwarded to the BSE Limited, where the Company’s shares are listed. NSDL, engaged by the Company for facilitating Remote E-voting, will also display the Result on its website at www.evoting.nsdl.com.
The last date of e-voting, i.e. Saturday, March 21, 2026, shall be the date on which the resolution would be deemed to have been passed at the General Meeting, if approved by the requisite majority.
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SPECIAL BUSINESS
Item No. 01
To approve the appointment of Mr. Anil Kumar Singh (DIN: 11368937) as a Non-Executive Non-Independent Director of the Company
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with the Companies (Management and Administration) Rules, 2014 (“the Rules”) made thereunder, if any, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR), 2015”] (including any statutory modification (s) or re-enactment (s) thereof for the time being in force), relevant articles of the Article of Association of the Company, Nomination and Remuneration Policy of the Company and based on recommendation of the Nomination
and Remuneration Committee and Board of Directors, Mr. Anil Kumar Singh (DIN: 11368937), who was appointed as an Additional Director of the Company in the category of Non-Executive Non-Independent Director with effect from January 07, 2026 in terms of Section 161(1) of the Act and in respect of whom the Company has received notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Non Executive Non Independent Director of the Company for a period of five (5) years w.e.f. January 07, 2026, being liable to retire by rotation.
FURTHER RESOLVED THAT the Board (including any Committee thereof) be and is hereby authorized to settle any question, difficulty, or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things as may be considered necessary, expedient and desirable for the purpose of giving effect to this resolution.”
By Order of the Board For and on behalf of Goodyear India Limited
Date: January 07, 2026 Place: Gurugram
Anup Karnwal Company Secretary & Compliance Officer Membership No.- A19786
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NOTES:
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The Explanatory Statement pursuant to Section 102(1) and 110 of the Act read with SS-2 and Regulation 17(11) and 36(3) of SEBI LODR, 2015 as amended setting out all material facts in respect of the Special Business annexed hereto and forms part of this Notice.
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The relevant documents referred to in the Notice and the Explanatory Statement would be available for inspection at the Registered Office of the Company (11:00 A.M to 1:00 P.M IST) on any working day, excluding Saturday, up to closure of remote e-voting on Saturday, March 21, 2026.
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In accordance with the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those members whose names appear as on the cut-off date i.e. Friday, February 13, 2026 , in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories and who have registered their e-mail addresses with the Company or with the Depository Participant. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.
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In compliance with Sections 108 and 110 of the Act and Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically through Remote E-voting facility provided by NSDL. The instructions for electronic voting are annexed to this Postal Ballot Notice.
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Dispatch of the Notice shall be deemed to be completed on the day on which the Company sends out the communication for the postal ballot process by e-mail to the Members of the Company. The Remote E-voting period commences at 09:30 A.M. (IST) from Friday, February 20, 2026 and end on Saturday, March 21, 2026 at 5:00 P.M. (IST), thereafter, remote e-voting module will be blocked and voting shall not be allowed beyond said time. During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-off date, i.e. Friday, February 13, 2026, may cast their vote electronically only. Once a Member casts the vote on the Resolution, he or she will not be allowed to change it subsequently.
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Members who have not registered their email address with the Company or RTA or their Depository Participant
(“DP”), are requested to complete their email registration process as under:
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(i) Members holding shares in physical form and whose email addresses are not registered with the Company, may register their email address by sending scanned copy of a signed request letter mentioning the name, folio number and complete address along with the self-attested scanned copy of the PAN Card; and self-attested scanned copy of any document (such as AADHAR Card, Driving Licence, Election Identity Card, Passport) in support of the address of the member as registered with the Company, to the email address of the Company at [email protected] or to the RTA at [email protected].
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(ii) Members holding shares in demat form can update their email address with their Depository Participant (“DP”).
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Resolution passed (if passed by requisite majority) by the Members through Postal Ballot are deemed to have been passed at a General Meeting of the Members convened in that behalf.
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Voting rights of the Members shall be reckoned in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by remote e-voting. Please note, however, that those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories, are also entitled to vote in relation to the resolution as set out in this Notice.
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The Postal Ballot Notice will also be available on the website of the Company at www.goodyear.co.in/ investor-relations, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and the website of NSDL at www.evoting.nsdl.com.
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APAC & Associates LLP, Company Secretaries (ICSI Unique Code – P2011DE025300) represented by Mr. Chetan Gupta, (COP No. 7077), Partner, has been appointed as the Scrutinizer for conducting the Postal
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Ballot through remote e-voting process in a fair and transparent manner and his decision on the validity of the voting will be final.
- The Scrutinizer shall, immediately after the conclusion of voting through remote e-voting unblock the votes cast through Remote E-voting and make a Scrutinizer’s Report of the total votes cast in favour and against, if any, and submit his report to the Chairman of the Company or any person authorised by him, within 48 hours from the conclusion of the Remote E-voting period. The declared Results along with the Scrutinizer’s Report will be submitted to BSE Limited and displayed on the Notice Board of the Company at its Registered Office and Corporate Office and also available on the -
Company’s website at www.goodyear.co.in/investor relations. NSDL, engaged by the Company for facilitating e-voting, will also display the Results on its website at www.evoting.nsdl.com.
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Additional information pursuant to Regulation 36(3) of the SEBI (LODR) 2015, as amended and SS-2 issued by the Institute of Company Secretaries of India (“ICSI”) pertaining to the Director proposed to be appointed vide Item No 1 as stated in the Notice is provided in “Annexure A” to this Notice. The proposed Directors has furnished the requisite consents/ declarations for their appointment.
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The voting for this Postal Ballot cannot be exercised through proxy.
INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING:
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I. In compliance with Regulation 44 of the SEBI (LODR) 2015, as amended and in terms of Sections 108, 110 and other applicable provisions of the Act read with the Rule 20 and 22 of Companies (Management and Administration) Rules, 2014, read with SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 09, 2020 and SS-2 issued by the ICSI, the Company is pleased to provide Remote E-voting facility to all its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL.
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(a) The process and manner of remote e-Voting are as under:
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
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(A) Login method for e-Voting for Individual shareholders holding securities in demat mode
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In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
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Type of shareholders Login Method
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| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin. jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the“Benefcial Owner” icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl. com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp |
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Type of shareholders Login Method
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| Type of shareholders | Login Method | Login Method |
|---|---|---|
| 4. 5. |
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www. evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
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| Individual Shareholders holding securities in demat mode with CDSL |
1. 2. 3. 4. |
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers. |
| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
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Login type Helpdesk details
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| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800-21-09911 |
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(B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
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Manner of holding Your User ID is:
shares i.e. Demat
(NSDL or CDSL) or
Physical
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| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Benefciary ID For example, if your Benefciary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company. For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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(i) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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(ii) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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(iii) How to retrieve your ‘initial password’?
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(a) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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(b) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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- After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e-Voting system.
How to cast your vote electronically on NSDL e-Voting system?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
GENERAL GUIDELINES FOR SHAREHOLDERS
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to Chetan.gupta@ apacandassociates.com with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
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In case of joint holders, the shareholder whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need
to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Assistant Vice President, NSDL, National Securities Depository Limited 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400 051 at [email protected] or at telephone no. 022- 48867000. Members may also write to the Company Secretary at the Company’s email address at goodyearindia_investorcell@goodyear. com.
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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(a) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to the Company at [email protected] or to the RTA at [email protected].
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(b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to the Company at goodyearindia_investorcell@goodyear. com or to the RTA at [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
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(c) Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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(d) In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number
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and email ID correctly in their demat account in order to access e-Voting facility.
SHAREHOLDER SERVICES
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In accordance with the proviso to Regulation 40(1) of the SEBI LODR, 2015, as amended from time to time, read with SEBI circular no. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022, transfer of securities of the Company including transmission and transposition requests shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, Members holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them, eliminate all risks associated with physical holding.
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Members are requested to provide/update their name, postal address, email address, telephone/mobile numbers, PAN linked with Aadhar, Bank mandate, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.
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(a) For shares held in physical form: to the Company’s RTA in prescribed Form ISR-1 and other forms as available on the website of the Company pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/ SECFATF/P/ CIR/2023/169 dated October 12, 2023
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(b) For shares held in electronic form: to their Depository Participant.
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Members of the Company are informed that pursuant to the applicable provisions of the Act, the dividends that remain unpaid/unclaimed for a period of 7 (seven) years from the date of transfer to the unpaid dividend account and underlying equity shares on which dividend remain unpaid/unclaimed for a period of 7 (seven) consecutive years are required to be transferred to the Investor Education & Protection Fund (“IEPF”) Authority established by the Central Government. and Members who have not encashed their dividend warrant(s) are requested in their own interest to write to the Company / RTA immediately claiming the Dividend(s) declared by the Company pertaining to the Financial Year ended March 31, 2019 to the Financial Year ended March 31, 2025. Kindly note that once the amount and/or shares is transferred to the IEPF Authority, no claims shall lie against the Company. However, the Members can claim such amount and shares from the Authority in the manner prescribed in IEPF Rules.
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For Members holding shares in physical form, SEBI has mandated the submission of PAN linked with Aadhar, KYC details vide its master circular SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated May 07, 2024 read with SEBI/HO/MIRD/POD-1/P/CIR/2024/81 dated June 10, 2024. In case any of the aforesaid documents/ details are not available in the record of the Company/ RTA, the Member shall not be eligible to lodge a grievance or avail any service request from the RTA until they furnish complete KYC details/ documents. Members holding shares in electronic form are requested to submit/ update their PAN to their Depository Participants
For consolidation of share certificates Members holding shares in physical form, in identical, order of names, in more than one folio are requested to send the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio to the Company or RTA. Requests for consolidation of share certificates shall only be processed in dematerialized form.
Nomination facility as per the provisions of Section 72 of the Act, is available for the Members in respect of the shares held by them. Members may nominate a person in respect of all the shares held by them severally or jointly. Members holding shares in physical form and who have not yet registered their nomination are requested to register the same by submitting Form SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms are available on the Company’s website at https://www. goodyear.co.in/ investor-relations. Members holding shares in demat form may approach their respective DPs for completing the nomination formalities
- SEBI vide Master Circular SEBI/HO/OIAE_IAD-1/P/ CIR/2023/145 dated August 11, 2023, has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market.
Pursuant to above mentioned circular, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
Item No. 01
The Board of Directors of the Company on the basis of recommendation of the Nomination and Remuneration Committee, at its meeting held on January 07, 2026 has appointed Mr. Anil Kumar Singh (DIN: 11368937) as an Additional Director in the category of Non-Executive NonIndependent Director of the Company with effect from January 07, 2026 in accordance with the provisions of Section 161 (1) of the Act read with Article 92 of the Articles of Association of the Company. Further, the Board of Directors, at the same meeting, has recommended the appointment of Mr. Anil Kumar Singh as the Non-Executive Non-Independent Director of the Company, for a period of five (5) years w.e.f. January 07, 2026, who is liable to retire by rotation, to the Members for their approval by way of an Ordinary Resolution, in terms of the provisions of sections 149 and 152 of the Act read with rules made thereunder and SEBI (LODR), 2015.
The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received from Mr. Singh consent to act as a Non-Executive Non-Independent Director and all necessary statutory disclosures / declarations.
Mr. Singh fulfils the conditions specified in the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and the SEBI (LODR), 2015 for his appointment as a Non-Executive Non-Independent Director of the Company and is not debarred from holding the office of Director by virtue of any SEBI, MCA order or any other such authority’s order. Mr. Singh has submitted a declaration to the effect that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act and by any Order of the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Mr. Anil Kumar Singh is a Senior Finance Executive with over 35 years of broad business experience with global exposure, including the United States and Asia Pacific (China, Singapore, Japan, Australia & Fiji) across multiple industries.
His expertise includes strategic and operational financial management; mergers & acquisition; compliance & controllership; tax & treasury and business rationalization & transformation.
In addition to his current role as VP Finance for Goodyear Asia Pacific based out of China ; he also held a number of senior leadership roles with Tyco International Group companies including Regional Chief Finance Officer for Tyco Fire & Security – Asia Pacific based out of Singapore; Global Controller for Tyco Safety Products based out of US and Regional Controller for Tyco Fire & Security – ANZ based out of Sydney. Prior to this he was the Senior Audit Director with PricewaterhouseCoopers (PwC)- Sydney & Fiji.
He is a Chartered Accountant and with Bachelor of Arts degree (Major in Accounting) from University of South Pacific.
He was recently appointed as a Director on the Board of Goodyear Technology Center India Pvt. Ltd.
Based on the recommendation of the Nomination and Remuneration Committee and considering Mr. Singh’s extensive experience, the consent, disclosure of interest, and declarations provided by him, the Board of Directors is of the opinion that appointing Mr. Anil Kumar Singh as a Non-Executive Non- Independent Director effective January 07, 2026, would be in the best interest of the Company. This proposal is now being presented/recommended by the Board for the approval of the Members by way of Ordinary Resolution as set out in item no. 1 of the accompanying Notice.
Mr. Anil Kumar Singh shall not be paid any sitting fees for attending the meetings of the Board or Committees thereof in the capacity of Non-Executive Non-Independent Director.
A brief profile and other information as required under Regulation 36 of SEBI LODR, 2015 and SS-2 issued by ICSI are being provided in “Annexure A” to this notice.
Except Mr. Singh being the appointee, or his relatives to the extent of their shareholding interest, if any, in the Company, none of the Directors and Key Managerial Personnel (KMP) of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out in item no. 1 of this Notice.
Further, Mr. Anil Kumar Singh is not related to any Director or Key Managerial Personnel of the Company.
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Annexure A
The details of Director seeking appointment as per Regulation 36(3) of the SEBI (LODR) 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India is appended below:
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Particulars Details of Director
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| Particulars | Details of Director |
|---|---|
| Name | Mr. Anil Kumar Singh |
| Date of Birth | January26, 1963 |
| Age (inyears) | 62years |
| Nationality | Australia |
| DIN | 11368937 |
| Date of frst Appointment | January 07, 2026 |
| Qualifcation | Chartered Accountant and Bachelor of Arts degree (Major in Accounting) from the Universityof South Pacifc. |
| Brief Resume, Experience & Expertise in specifc functional area |
Mr. Anil Kumar Singh is a Senior Finance Executive with over 35 years of broad business experience with global exposure, including the United States and Asia Pacifc (China, Singapore, Japan, Australia & Fii) across multiple industries. His expertise includes strategic and operational fnancial management; mergers & acquisition; compliance & controllership; tax & treasury and business rationalization & transformation. In addition to his current role as VP Finance for Goodyear Asia Pacifc based out of China; he also held a number of senior leadership roles with Tyco International Group companies including Regional Chief Finance Ofcer for Tyco Fire & Security – Asia Pacifc based out of Singapore; Global Controller for Tyco Safety Products based out of US and Regional Controller for Tyco Fire & Security – ANZ based out of Sydney. Prior to this he was the Senior Audit Director with PricewaterhouseCoopers (PwC)- Sydney & Fii. He is a Chartered Accountant and with Bachelor of Arts degree (Major in Accounting) from University of South Pacifc. He recently appointed as a Director on the Board of Goodyear Technology Center India Pvt. Ltd. |
| Directorships held in Other Companies in India |
• Goodyear Technology Center India Pvt. Ltd. |
| Chairperson/ Member of Committee of the Board of other Listed Companies in which they are Directors |
None |
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Particulars Details of Director
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| Particulars | Details of Director |
|---|---|
| Names of other listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past threeyears |
None |
| Shareholdingin the Company | None |
| Inter-se Relationship between Directors, Manager and other Key Managerial Personnel of the company |
None |
| Terms and Conditions of Appointment / Re-appointment |
Proposed to be appointed as a Non Executive Non-Independent Director, liable to retire byrotation for aperiod of fve (5)years. |
| Remuneration proposed to be paid |
NA |
| Remuneration Last Drawn | NA |
| Number of Board Meetings Attended |
It is proposed to appoint Mr. Anil Kumar Singh as Non-Executive Non-Independent Director for the frst time on the Board and hence, these details are not applicable. |
By Order of the Board
For and on behalf of Goodyear India Limited
Date: January 07, 2026 Place: Gurugram
Anup Karnwal Company Secretary & Compliance Officer Membership No.- A19786
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