Apollo Tyres Ltd

Dear Member,

Your Directors have the pleasure in presenting the 52nd Annual Report on the business and operations of Apollo Tyres Ltd (‘the Company'), together with the audited financial statements for the financial year ended March 31, 2025.

The financial performance of the Company for the financial year ended March 31, 2025 is summarised below:

The standalone revenue from operations of your Company was H 181,736.12 million during FY25 as against H 175,393.30 million during the previous financial year. EBITDA (excluding other income) was at H 21,907.12 million as compared to H 30,966.09 million during the previous financial year. The Net Profit for the year under review was H 6,294.28 million, as against H 11,540.25 million in the previous fiscal. The consolidated revenue from operations of your Company was H 261,234.17 million during FY25, as compared to H 253,777.15 million in FY24. The consolidated EBITDA (excluding other income) was H 35,715.31 million for FY25 as compared to H 44,473.45 million for the previous financial year. On consolidated basis, the Company earned a Net Profit of H 11,213.20 million for FY25 as against H 17,218.66 million for the previous financial year.

Your Company has a consistent track record of dividend payment. The Directors are pleased to recommend the Dividend of H 5.00 (500%) per Equity Share having face value of H 1 each for FY25 for your approval.

The dividend, if approved, shall be payable to the Members holding shares as on cut-off date i.e. July 11, 2025.

The amount available for appropriations, including surplus from previous year amounted to H 106,085.43 million. Surplus of H 2,335.18 million has been carried forward to the balance sheet.

The year overall witnessed ~ 11% increase in the Raw Material cost. The Raw Material cost push was contributed due to increase in Natural Rubber prices and rise in Crude based materials especially Synthetic Rubber and the weakening of the Indian rupee against the US Dollar.

Brent Crude Oil softened from USD 82/bbl to USD 78/bbl during the year due to weak global demand for Crude Oil and geopolitical tensions – Russia-Ukraine war and Middle East crisis. OPEC+ members decision to produce more than the agreed quota further supported the market price correction in Crude Oil. Natural Rubber prices were at 10-year highs, reaching an all-time high of H 247 per kg in Q2 FY25. There was extremely low availability of Natural Rubber in India in the months of July and August primarily due to erratic weather conditions in key productions areas in India compounded by the global shipping crisis impacting import inflows in the lean production season. In Kerala, the country's leading rubber producing state, the shortage of skilled labor for tapping significantly impacted the production levels. North Eastern states of India have emerged as a potential growth area for rubber production. With improved availability from this region, the Company aligned its procurement strategy and successfully secured the required quantities. In India, port restriction on imports of Natural Rubber continued with imports allowed only at Nhava Sheva and Chennai ports. The inverted duty structure on natural rubber @ 25% or H 30/kg whichever is lower continued during the year.

Crude Based Raw Materials – Carbon Black, Synthetic Rubber & Fabric experienced input cost inflation during the fiscal. Prices of Synthetic Rubber rose sharply during the year by over 20% due to increase in the butadiene prices. Antidumping duty was imposed on Butyl Rubber ranging from USD 325-1152/ MT on imports from China, Singapore, USA, Russia and Saudi Arabia in September 24. The Exchange Rate – USD/INR depreciated from a level of 83 to a level of 87 during the year.

The Company deepened its cost optimization efforts through focus on New Supplier development, Multi Supplier sourcing strategy and Supplier Consolidation & Rationalisation. The Company leveraged its diversified sourcing base spread over geographical regions for risk mitigation. The Company continued to actively engage in various work groups under the Global Platform for Sustainable Natural Rubber (GPSNR) of which it is a member. The Company continues as a founder member in the Government of India initiated Rubber Plantation programme, INROAD (Indian Natural Rubber Operations for Assisted Development), to develop 200,000 hectares in the North Eastern states of India to reduce the import dependence on Natural Rubber. This is a part of the ‘Atmanirbhar Bharat' initiative of the Indian Prime Minister carried forward by ATMA participating member companies together with Rubber Board as the implementation agency. Total area of 125,000 hectares has been planted till FY25 against the target of 200,000 hectares covering 94 Districts in 8 States. It has transformed the lives of over 140,000 beneficiaries.

The Company continued its efforts in Sustainability domain. As a part of annual assessment and renewal of ISO20400:2017 towards Sustainable Procurement standards, the Company's procurement processes were re-validated to assess compliance on the sustainability practices in raw material procurement and its upstream raw material value chain in January 25. In raw materials, it has worked extensively to deepen engagement with supply network partners for various initiatives. Under this initiative, the Company leads its Sustainability initiative in the supply chain through a structured Supplier Sustainability assessment and a deeper engagement on specific action plans with the supplier partners in driving continual improvement in the supply chain. During the year, it has continued the usage of sustainable raw materials in its products in line with its stated goal of reaching the target of 40% sustainable materials usage by 2030.

The fiscal saw the Company implement a strategic organisational restructuring by creating functions with global responsibility. This restructuring aims to streamline operations and bring synergies in various functions across geographies. Investments in key markets on brand building, R&D and network expansion were key drivers in supporting the Company's strategy to fortify its product portfolio and continue its journey towards growth and profitability.

In the Passenger Car tyre (PCR) category for India, the fiscal was about strengthening the Vredestein brand as a premium and luxury choice for consumers. To achieve this, the brand significantly expanded its PCR portfolio and covers a wide spectrum from 14-inch to 22-inch rim sizes, positioning Vredestein as a full-range premium car tyre brand. New product launches included the high-performance Pinza HT for SUVs, the comfort-focused T-Trac 2 for compact cars and the 21"-22" UHP tyres for ultra-luxury SUVs, designed to meet the demands of premium-minded consumers across segments.

As part of its strategy to position ‘Vredestein' as a premium brand, the Company made significant strides in the luxury OEM segment during the fiscal. Vredestein tyres are now featured as original equipment on the BMW 5 Series (LWB), fitted with the Ultrac Vorti-i. The Company's main brand ‘Apollo Tyres' continued to be the #1 choice for car and SUV OEMs in FY25 in India, catering to their advanced and evolving tyre requirements. Notable contracts secured this fiscal year include Apterra HP for the MG Windsor EV, Apterra Cross for M&M 3X0 and Alnac 4G for the Hyundai i20. In the Indian CV segment, the Company's TBR segment delivered growth, driven by high demand for its EnduTrax range and the successful launch of premium products like EnduRace RA and EnduTrax MD+, bolstered by targeted marketing campaigns. Further, the LCV category saw robust growth. Its flagship Endumaxx LT HD pickup tyre further strengthened brand equity and accelerated momentum. In the bias segment, Vihaan and BHIM earned accolades for both product performance and promotional success.

The fiscal year saw its two-wheeler brands being selected for several high-performance models, including the Husqvarna Svartpilen 401, KTM Adventure 390X fitted with TRAMPLR XR, the Triumph Speed 400 with Vredestein CENTAURO and the KTM Duke 390 and KTM Adventure 390 models, both equipped with ALPHA H1 and TRAMPLR XR respectively. For its European market, the fiscal saw it significantly enhancing its European portfolio by expanding size availability and updating its Vredestein brand offerings in the High Performance (HP), Ultra High Performance (UHP) and Ultra-Ultra High Performance (UUHP) segments. Key milestones included the launch of the Wintrac Pro+ winter range and the updated Ultrac+ and Ultrac Pro Phase II summer lines. Additionally, the Quatrac Classic, Apollo's first All-Season tyre in the Classic segment was introduced.

The ‘Apollo Tyres' brand saw equal action in Europe with the introduction of 73 new sizes across various product lines, including 25 All-Season, 10 Winter and 38 Summer fitments, expanding market coverage and addressing a broader range of vehicles. With a focus on the TBR segment in Europe, the fiscal year began with the launch of the 385/55 R22.5 variant of the EnduMile LHT long-haul trailer tyre, Apollo Tyres' most fuel-efficient truck trailer product.

The economic outlook for CY25 remains uncertain, with US tariffs continuing to impact global trade flows. In addition, ongoing geopolitical tensions such as the Russia-Ukraine conflict, instability in the Middle East and shifting global trade dynamics contribute to economic disruptions. China's firm stance on its economic and trade policies, including its continued resistance to concessions and trade negotiations with the West, has further exacerbated global trade uncertainties, impacting supply chains and international relations.

With such uncertainties, IMF in its April 2025 update has projected a decline in the global, advanced and emerging markets and developing economies. It estimates the global economy to grow at 2.8% in CY25, a decline from the 3.3% estimated for CY24. Advanced economies are expected drop to 1.4% as against 1.8% for CY24. Emerging markets and developing economies are projected to face a relative slowdown, with growth declining from 4.3% in CY24 to 3.7% in 2025.

In light of these ongoing uncertainties in the economic landscape, Apollo Tyres has adopted a cautious fiscal approach. The focus remains on strategic investments, cost optimisation, ensuring employee safety and prioritising cash conservation. Apollo Tyres will continue to pursue sustainable, profitable growth, with a strong focus on RoCE and strengthening its balance sheet.

During the year under review and between the end of the financial year and date of this report, following are the changes in Directors and Key Managerial Personnel of the Company: - (i) Ms. Pallavi Shroff (DIN: 00013580) ceased to be the Director with effect from the close of business hours on May 14, 2024 consequent to end of her second term as an Independent Director.

(ii) Mr. Satish Sharma (DIN: 07527148) had submitted his resignation as a Whole-time Director of the Company with effect from the close of business hours on May 14, 2024 citing early retirement to pursue his personal interests. (iii) The Shareholders of the Company at the Annual General Meeting (AGM) held on July 25, 2024 had approved the appointment of Mr. Gaurav Kumar (DIN: 10196754), Chief Financial Officer as Whole-time Director for a period of 5 years with effect from June 1, 2024 to May 31, 2029.

(iv) The Shareholders of the Company at the AGM held on July 25, 2024 had approved the appointment of Mr. Sumit Dayal (DIN: 10248835) as an Independent Director, not liable to retire by rotation, to hold office for a term of 5 consecutive years with effect from August 6, 2024 to August 5, 2029.

(v) The Shareholders of the Company at the AGM held on July 25, 2024 had approved the appointment of Mr. Berjis Desai (DIN: 00153675) as an Independent Director, not liable to retire by rotation, to hold office for a term of 5 consecutive years with effect from August 6, 2024 to August 5, 2029.

(vi) The Shareholders of the Company through Postal Ballot held on April 16, 2025 had approved the re-appointment of Mr. Francesco Crispino (DIN: 00935998) as an Independent Director, not liable to retire by rotation, to hold office for the second term of 5 consecutive years with effect from July 3, 2025 to July 2, 2030.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sunam Sarkar (DIN: 00058859), Director of the Company, who retired by rotation, was reappointed by the Shareholders of the Company at the AGM held during the year under review. Further, Mr. Francesco Gori (DIN: 07413105), Director of the Company, is liable to retire by rotation and being eligible offers himself for re-appointment at the 52nd Annual General Meeting of the Company.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

In terms with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors of the Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 16(I)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Director's Databank.

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board is required to carry out annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee (NRC) of the Board also carries out evaluation of every Director'sperformance.Accordingly,theBoard,Independent Directors and NRC of your Company have carried out the performance evaluation during the year under review. For annual performance evaluation of the Board as a whole, it's Committee(s) and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good.

On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 26, 2025. The Independent Directors at the meeting, inter alia, reviewed the following: -

Performance of Non-Independent Directors and Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board has, on the recommendation of the Nomination

& Remuneration Committee, laid down a Nomination

& Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration. The extract of the Nomination and Remuneration Policy covering the salient features are provided in the Corporate Governance Report forming part of Board's Report.

The Nomination & Remuneration Policy of the Company is available on the website of the Company and the web link is: https://corporate.apollotyres.com/content/dam/orbit/ apollo-corporate/investors/corporate-governance/codes-policies/codes-policies/nrc-policy.pdf

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code. For further details, please refer the Corporate Governance Report.

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

The Competition Commission of India (CCI) issued an order on February 2, 2022 mentioning that it has held five tyre manufacturers and Automotive Tyre Manufactures Association (ATMA) guilty of contravention of the provisions of Section 3 of the Competition Act, 2002 and imposed a penalty of H 425.53 Crores on the Company. The Company filed an appeal against the aforesaid order before the National Company Law Appellate Tribunal, New Delhi (‘NCLAT'). NCLAT through its judgement dated December 1, 2022 disposed off the appeals by remanding back the case to CCI for review. CCI has filed an appeal in the Supreme Court against the Order passed by the NCLAT. The hearing to consider admission of appeal is likely to come on July 20, 2025.

Other than the aforesaid, no significant and material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

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

Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company's internal financial control framework is commensurate with the size, nature and complexity of its operations and is in line with the requirements of the Companies Act, 2013. The Company has identified and documented key internal financial controls as part of standard operating procedures (SOPs). The SOPs are designed for critical processes across all plants, warehouses and offices wherein financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to a process owner. In addition, the Company has a well-defined Financial Delegation of Authority (FDOA), which ensures approval of financial transaction by appropriate personnel.

The Company uses SAP-ERP to process financial transactions and maintain its books of accounts. The SAP has been setup to ensure adequacy of financial transactions and integrity & reliability of financial reporting. SAP was implemented in the European operations in year 2016. SAP was also implemented at Company's Greenfield plants in Hungary and Andhra Pradesh. The Company has a well-defined internal financial control framework, for monitoring the effectiveness of controls in daily operations and timely remediation of deficiencies through a structured evaluation and test programme, which included evaluation for operating effectiveness through management's ongoing monitoring and review process and independently by Internal Audit. The testing of controls by Internal Audit are divided into three separate categories viz. a) automated controls within SAP b) segregation of duties within SAP and restricted access to key transactions and c) manual process controls. The results of testing are presented to the Audit Committee.

In our view, the SOPs, FDOA, SAP-ERP and independent reviews by the Internal Audit help in establishing adequate internal financial controls with reference to the financial statements and such internal financial controls are operating effectively.

As required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

As the Company follows its vision to become a global tyre brand of choice, it has multiple Subsidiaries for facilitating these operations in various countries. As on March 31, 2025, your Company had 32 Overseas Subsidiary Companies (including step subsidiaries), 2 wholly owned Subsidiaries in India, 2 Associate Companies and 1 Joint Venture. Apollo Tyres (Malaysia) Sdn. Bhd. (a wholly owned Subsidiary of Apollo Tyres Holdings (Singapore) Pte. Ltd) was liquidated on May 10, 2024 from the Companies Commission of Malaysia due to Corporate Restructuring. The name of Saturn F1 Pvt Ltd was changed to Saturn F-1 Pvt Ltd and the same was registered with Companies House, UK on May 9, 2024.

In order to align with the nature of business operations, the name of Apollo Tyres Centre of Excellence Ltd (wholly owned subsidiary of the Company) was changed to Apollo Tyres Global Business Services Ltd w.e.f. October 16, 2024. Apollo Tyres (R&D) GmbH was merged with Apollo Tyres (Germany) GmbH with retroactive effect from August 1, 2024. The merger application was approved and registered with the Commercial Register of Apollo Tyres (Germany) GmbH on April 11, 2025.

The Company's Netherlands based Subsidiary, Apollo Tyres (NL) B.V. ("ATNL") having a manufacturing plant in Enschede had submitted a Request for Advice (RfA) to the Dutch Works Council on April 25, 2025. This is in connection with the intended decision to discontinue tyre production and production related operations at the Enschede plant based out of Netherlands by summer of 2026, due to high cost of production. This decision is subject to ATNL Works Council's prior advice and approval of ATNL Supervisory Board. The Board of Trusted Mobility Services Limited had decided to close its business operations, based on the assessment on cash burn, time to profitability & scale. Accordingly, the business operations were closed w.e.f. July 24, 2024.

On May 5, 2025, the Company had made an investment of H 6 Lakhs by purchasing 60,000 equity shares (3.43%) of Green Infra Wind Power Projects Limited ("GIWPPL") for procurement of wind power. Post this investment, the shareholding has increased to 21.27% and consequently, GIWPPL has become an Associate Company.

Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 defines a ‘Material Subsidiary' to mean a Subsidiary whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed Company and its subsidiaries in the immediately preceding financial year. Basis this definition, your Company has following 4 (four) material unlisted Subsidiaries viz. Apollo Tyres (Europe) B.V., Apollo Tyres Cooperatief U.A., Apollo Tyres Holdings (Singapore) Pte Ltd. and Apollo Tyres (Hungary) Kft. during FY25. In addition to the above, Regulation 24(1) of the abovementioned regulations requires that at least one Independent Director on the Board of Directors of the listed Company to be a Director on the Board of Directors of unlisted material Subsidiary, whether incorporated in India or not. For this provision, material Subsidiary means a Subsidiary whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its Subsidiaries in the immediately preceding financial year. Mr. Vinod Rai, an Independent Director of the Company was nominated as a Director on the Supervisory Board of Apollo Tyres (Europe) B.V w.e.f. May 15, 2024. On completion of term of Ms. Pallavi Shroff and Mr. Akshay Chudasama as Independent Directors of the Company, Mr. Vinod Rai was nominated as

Director on the Board of Apollo Tyres Cooperatief U.A. and Apollo Tyres (Hungary) Kft. with effect from May 15, 2024 and August 6, 2024 respectively. Other requirements of Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate Governance for Subsidiary Companies have been complied with.

Apollo Tyres Cooperatief U.A., a direct Subsidiary of the Company, was incorporated in the Netherlands. The Company is primarily acting as a Holding Company for all overseas operations.

Apollo Tyres (Europe) B.V. incorporated in Netherlands is a Company with two Subsidiaries, Apollo Tyres (NL) B.V. and Apollo Tyres (Hungary) Kft. The Company focuses on developing, sourcing, marketing, sales and distribution of tyres across various categories including passenger car, truck & bus, agriculture, industrial vehicles and bicycles. The group sells tyres under two brands, Vredestein and Apollo. The Company has its headquarters base at Amsterdam, Netherlands. Sales operations are managed by various subsidiary companies across Europe.

The principal activities of the Company are of sourcing raw materials for Apollo Tyres manufacturing plants in India and Europe besides other Corporate Supervisory Services to the group. 63% of the raw material procurement was Natural Rubber in the year FY25.

Apollo Tyres (Hungary) Kft. is one of the state-of-the-art manufacturing facilities within the Apollo Tyres group. The Company continued to scale up its passenger car tyre production capacity during FY25 to meet growing market demand. Throughout the year, the Company invested strategically and leveraged digital solutions to overcome capacity bottlenecks and enhance overall utilisation in its passenger car tyre production.

As stipulated by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors' Report, form part of the Annual Report.

As per the provisions of Section 129 of the Companies Act, 2013, the Consolidated Financial Statements of the Company, its Subsidiaries and Associates are attached in the Annual Report.

The annual accounts of Subsidiaries and Associates will be made available to shareholders on request and will also be kept for inspection by any shareholder at the Registered Office and Corporate Office of your Company. A statement in Form AOC-1 containing the salient features of the financial statements of the Company's Subsidiaries, Associates and Joint Venture for the year ended March 31, 2025 is also attached with financial statements.

During the year under review, your Company did not accept deposits covered under Chapter V of the Companies Act, 2013.

M/s. S.R. Batliboi & Co. LLP (Firm Registration No. 301003E/ E300005), Chartered Accountants (Member firm of Ernst & Young Global) were appointed as the Statutory Auditors of the Company for a period of 5 years, from the conclusion of 49th AGM until the conclusion of the 54th AGM, at the AGM held on July 11, 2022.

The report given by M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors on financial statements of the Company for FY25 is part of the Annual Report. The comments on statement of accounts referred to in the report of the Auditors are self explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

M/s. N.P. Gopalakrishnan & Co., Cost Accountants, were appointed with the approval of the Board to carry out the cost audit in respect of the Company's plants at Perambra (Kerala), Limda (Gujarat), Chennai (Tamil Nadu) and Chinnapandur (Andhra Pradesh) as well as Company's leased operated plant at Kalamassery (Kerala) for FY25.

Based on the recommendation of the Audit Committee, M/s. N.P. Gopalakrishnan & Co., Cost Accountants, being eligible, have also been appointed by the Board as the Cost Auditors for FY25 subject to Members' approval. The Company has received a letter from them to the effect that their re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013. The remuneration to be paid to M/s. N.P. Gopalakrishnan & Co., for FY26 is subject to ratification of the shareholders at the ensuing Annual General Meeting.

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

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had re-appointed M/s. PI & Associates, Company Secretaries as Secretarial Auditor of the Company for FY25 to undertake secretarial audit of the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Audit Report given by Secretarial Auditors is annexed with the report as Annexure I. Pursuant to the requirements under Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposed to appoint M/s. DMK Associates, Practising Company Secretaries as Secretarial Auditor of the Company to conduct secretarial audit for one term of 5 (five) consecutive years, from FY26 to FY30, subject to approval of the Shareholders at the ensuing Annual General Meeting. A consent letter has been received from M/s. DMK Associates, Practising Company Secretaries for their appointment as Secretarial Auditor of the Company for the period from FY26 to FY30.

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 4 (four) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board/ Committee meetings held are given in the Corporate Governance Report.

The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Board's Report. The Board, during the year under review, had accepted all recommendations made to it by the Audit Committee.

The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Company's code of conduct or ethics policy. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company.

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Business

Responsibility and Sustainability Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

During the year under review the issued, subscribed and paid-up Equity Share Capital of the Company was 635,100,946 equity shares of H 1/- each. There was no change in the capital structure of the Company.

Your Company has not issued any equity shares with differential rights during the year under review.

Your Company has not issued any sweat equity shares during the year under review.

Your Company has not issued any employee stock options during the year under review.

Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

In order to align the interests of employees with the Company's long-term objectives, the Board at its meeting held on February

6, 2025 introduced an Employees Benefits Scheme namely Apollo Tyres Ltd Employees Stock Option Scheme – 2025 (‘ESOP Scheme'). The Shareholders of the Company through Postal Ballot held on April 16, 2025 had approved the ESOP Scheme. The purpose of the ESOP Scheme includes the following: (i) To reward and incentivize the employees for their association and performance; (ii) To motivate the employees to contribute to the growth and profitability of the Company; (iii) To retain the employees and reduce the attrition rate of the Company; (iv) To achieve sustained growth and the creation of Shareholder value by aligning the interests of the employees with the long-term interests of the Company; (v) To create a sense of ownership and participation amongst the employees to share the value they create for the Company in the years to come.

The ESOP Scheme will be implemented through a Trust route. The existing Apollo Tyres Welfare Trust (‘Trust') will acquire equity shares through secondary acquisition from the open market, to be transferred by the Trust to eligible employees of the Company and its Subsidiaries upon the valid exercise of vested Options. The total ESOP pool shall be upto 1,27,00,000 (One Crore Twenty Seven Lakhs) equity shares which the Trust will acquire, as and when required.

During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year are given under notes to the financial statements.

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Suitable disclosures as required by the Indian Accounting Standards have been made in the notes to the financial statements. The policy on related party transactions as approved by the Board is uploaded on the Company's website.

MANAGERIAL REMUNERATION a) The details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the Corporate Governance Report. b) During the year under review, Mr. Neeraj Kanwar (DIN: 00058951), Vice Chairman & Managing Director, also received remuneration from Apollo Tyres (UK) Holdings Ltd. (Formerly Apollo Tyres (UK) Pvt. Ltd.), wholly owned Subsidiary of the Company.

Particulars of employee remuneration as per Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Directors' Report. In terms of the provisions of Section 136 of the Companies Act, 2013, the report is being sent to the Members excluding the aforesaid statement. It shall also be kept open for inspection by any Member at the registered office of the Company during business hours up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary at investors@ apollotyres.com.

Your Company has in place a formal policy for prevention of sexual harassment of its employees at workplace and the Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company conducts, from time to time, awareness sessions on prevention of sexual harassment at workplace for its employees. During the year under review, awareness sessions were conducted by the Company across locations to sensitize employees on the prevention, prohibition and redressal of sexual harassment at the workplace. For further details, please refer the Corporate Governance Report.

As a firm commitment to Health, Safety and Environment (HSE), the year saw multiple initiatives to implement and review the HSE plans and achieve the defined KPIs. For details on HSE, please refer to Management Discussion and Analysis Report.

In its constant quest for growth and excellence, Apollo Tyres has been honoured and recognised at various forums for its commitment to creating an exceptional workplace. The Company has once again secured a place among the Top 25 Large Manufacturing Companies in the Great Place to Work? Institute (India) survey.

In addition, the Company has been certified as a Top Employer in four office locations – The United Kingdom, The Netherlands, Hungary and Singapore – recognising its global commitment to employee well-being, professional growth and positive, inclusive workplace practices. Other prominent Awards are listed below for your reference.

The Company has constituted a Risk Management Committee (RMC) of the Board comprising of Directors and Senior Executives of the Company. The RMC has a Risk Management Charter and Policy that is intended to ensure that an effective Risk Management framework is established and implemented within the organisation. The Company has Internal Risk Committees (IRCs) which review risk registers for Commercial Function, headed by Chief Commercial Officer; for Manufacturing Function, headed by Chief Manufacturing Officer; for Enterprise Services Function, headed by Chief Business Officer; and for other support functions, headed by Chief Financial Officer, who shall also act as Chief Risk Officers for their respective functions. The IRCs review each risk on a quarterly basis and evaluate its impact and plans for mitigation. Further details about the RMC including its composition are mentioned in the Corporate Governance Report which forms part of the Board's Report.

The Company is committed to work towards the development of society since its inception, even before it became mandatory for corporates under Companies Act 2013. The Company's CSR policy is aligned with National Development Goals as well as Sustainable Development Goals (SDGs). The Apollo Tyres Foundation (ATF) is the non-profit arm of Apollo Tyres registered under Trust Act in 2008. All the CSR work are being implemented through ATF with close monitoring and guidance of the CSR Committee. The CSR team work dedicatedly at ground to achieve the overall goals and set targets. In the year 2024-25, the Company continued working on its core thematic initiatives such are Healthcare for Trucking Community, Solid Waste Management and Sanitation, Livelihood for Rural Women, Biodiversity Conservation and Philanthropy initiatives. These initiatives address the issues related to eradicating hunger and poverty, preventive health, promoting education, gender diversity and skill building, Furthermore, under local initiatives, the Company continued its support for the watershed management related projects including solutions for portable drinking water and pond conservation.

Corporate Social responsibility Report, pursuant to clause (o) of sub section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 forms part of this Report as Annexure II.

The CSR Policy of the Company is available on the website of the Company and the weblink is: - https://corporate.apollotyres. com/content/dam/orbit/apollo-corporate/investors/corporate-governance/codes-policies/codes-policies/atl-csr-policy.pdf

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, has mandated the top 1000 Listed Companies by market capitalisation to include Business Responsibility and Sustainability Report ('BRS Report') in their Annual Report. Accordingly, a BRS Report describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Report as Annexure III.

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in Annexure IV, forming part of this report.

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company www.apollotyres.com under the Investors Section (Refer link: https://corporate.apollotyres.com/ investors/corporate-governance/#activeTab=Others ).

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organisation's corporate governance philosophy is directly linked to high performance.

The Company is committed to adopting and adhering to established world-class corporate governance practices. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The compliance report on corporate governance and a certificate fromM/s.S.R.Batliboi&Co.LLP,CharteredAccountants,Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as Annexure V to this report.

As required by Section 134(3)(c) of the Companies Act, 2013, your Directors state that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; (e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, your Company had complied with all the applicable Secretarial Standards.

Your Company's organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Company's resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation to the respective State Governments of Kerala, Gujarat, Haryana, Tamil Nadu and Andhra Pradesh and the National Governments of India, Netherlands and Hungary. We also thank our customers, business partners, members, bankers and other stakeholders for their continued support during the year. We place on record our appreciation for the contribution made by all employees towards the growth of your Company.