Dear Shareholder,
Your Directors have the pleasure in presenting the 53rd Annual Report
on the business and operations of Apollo Tyres Ltd (‘the Company'), together
with the audited financial statements for the financial year ended March31, 2026.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended
March31, 2026 is summarised below:
|
Year Ended |
Year Ended |
| Particulars |
March31, 2026 |
March31, 2025 |
March31, 2026 |
March31, 2025 |
|
Standalone |
Consolidated |
| Sale of products |
195,792.06 |
178,706.01 |
282,144.67 |
257,802.57 |
| Sale of services |
- |
- |
- |
7.16 |
| Other operating income |
2,370.22 |
3,030.11 |
2,561.33 |
3,424.44 |
| Revenue from operations |
198,162.28 |
181,736.12 |
284,706.00 |
261,234.17 |
| Operating profit (EBITDA excluding other income) |
28,759.46 |
21,907.12 |
41,432.33 |
35,715.31 |
| Other income |
3,127.13 |
1,155.34 |
1,334.05 |
881.00 |
| Less: Finance costs |
3,288.43 |
3,657.68 |
3,914.98 |
4,466.17 |
| Less: Depreciation & amortization expenses |
9,423.21 |
9,291.74 |
15,430.15 |
14,983.72 |
| Profit before share of profit in associate/ joint venture,
exceptional items & tax |
19,174.95 |
10,113.04 |
23,421.25 |
17,146.42 |
| Share of profit/ (loss) in associate/ joint venture |
- |
- |
5.90 |
6.73 |
| Exceptional items |
(333.87) |
(509.22) |
(10,335.11) |
(1,686.73) |
| Profit before tax |
18,841.08 |
9,603.82 |
13,092.04 |
15,466.42 |
| Less: Provision for tax |
323.39 |
3,309.54 |
(632.12) |
4,253.22 |
| Profit after tax |
18,517.69 |
6,294.28 |
13,724.16 |
11,213.20 |
OPERATIONS
The standalone revenue from operations of your Company was H198,162.28
million during FY26 as against H181,736.12 million during the previous financial year.
EBITDA (excluding other income) was at H28,759.46 million as compared to H21,907.12
million during the previous financial year. The Net Profit for the year under review was
H18,517.69 million, as against H6,294.28 million in the previous fiscal. The consolidated
revenue from operations of your Company was H284,706.00 million during FY26, as compared
to H261,234.17 million in FY25. The consolidated EBITDA (excluding other income) was
H41,432.33 million for FY26 as compared to H35,715.31 million for the previous financial
year. On consolidated basis, the Company earned a Net Profit of H13,724.16 million for
FY26 as against H11,213.20 million for the previous financial year.
DIVIDEND
Your Company has a consistent track record of dividend payment. In
compliance with the Dividend Distribution Policy of the Company, the Board of Directors at
its meeting held on February 4, 2026 had declared an Interim Dividend of H3.50 (350%) per
share of H1/- each on Equity Share Capital of the Company. The Interim Dividend was paid
to the Shareholders of the Company whose name appeared in the Register of Members as on
Record Date i.e. February 10, 2026.
The Directors are pleased to recommend a Final Dividend of H2.50 (250%)
per Equity Share having face value of H1 each for FY26 for your approval. The total
Dividend for FY26 shall be H6.00 per Equity Share (i.e. 600%).
The dividend, if approved, shall be payable to the Shareholders holding
shares as on Record Date i.e. July 10, 2026.
RESERVES
As permitted under the Companies Act, 2013, the Directors do not
propose to transfer any sum to the General Reserve pertaining to FY26.
RAW MATERIALS
The year under review saw a 4% reduction in Raw Material Cost. This
reduction was contributed due to softening in Crude related based RM basket including
Carbon Black, Synthetic Rubber, Fabric and Chemicals.
The Brent Crude prices declined in the first nine months of the year
and staged a sharp recovery in Q4 due to the West Asia conflict. The Brent Crude prices
averaged USD 69/barrel in the last fiscal as against USD 78/barrel in FY25. The Crude
prices breached the barrier of USD 100/barrel in March26 due to the blockade of the Strait
of Hormuz.
Natural Rubber (‘NR') prices continued to rule in the band of
H190-200/kg throughout the year under review. The uptick in NR demand post GST 2.0 and
limited domestic availability pushed the prices above the threshold of H220/kg in the last
quarter. The Company continued its focus to source NR from traditional rubber growing
regions of Kerala and increased its sourcing from non-traditional areas in the North East
including Tripura and Assam. The port restriction on bringing natural rubber imports only
to the ports of Nhava Sheva and Chennai remained in force during the year. The Company met
the shortfall in domestic availability through imports from Thailand, Indonesia and
Africa. The Crude based raw materials – Carbon Black, Chemicals, Synthetic Rubber and
Fabric saw moderation in their prices as their inputs remained soft due to the fall in
crude prices. With the reversal in the crude price trends towards the end of the year, the
crude dependent raw materials staged a price recovery.
The Rupee weakened from a level of 86 against the US Dollar to a level
of 93 by the end of the fiscal year. The rupee fell by 4% year-over-year against the US
Dollar in FY26.
The Company continued its collaborative working with its suppliers and
also onboarded new suppliers for driving cost efficiencies and risk mitigation. The
Company continues to support the ‘Atmanirbhar Bharat' initiative of the Prime
Minister by being a founder member of the Rubber Plantation project – INROAD (Indian
Natural Rubber Operations for Assisted Development). This initiative has planted around
180,000 hectares in the North Eastern states of India till FY26 transforming the lives of
over 140,000 beneficiaries. The Company continued its journey of Sustainable Procurement
and successfully obtained the renewal of ISO20400:2017 validation. The focus on Natural
Rubber sustainability was maintained through the work on the supply chain under the
(Global Platform for Sustainable Natural Rubber) GPSNR framework. During the year, it has
continued the usage of sustainable raw materials in line with its stated goal of reaching
the target of 40% sustainable materials usage by 2030.
The Company hosted the Sustainable Procurement Summit
& Awards 2025 which drew strong participation from raw material
suppliers and reinforced collaborative efforts towards responsible sourcing. The Company
released its new supplier code of conduct during the summit and also recognised suppliers
for work done in the areas of environment, labour & human rights, ethics and
sustainable procurement. The Company showcased its Sustainability Roadmap 2030 and the
expectations from its suppliers together with the role of regulation & customer
expectations in shaping the sustainability strategy.
The Company deepened the supplier engagement journey through the Apollo
Tyres Global Partners' Summit in February 2026. The discussions spanned business
strategy, product roadmaps, manufacturing excellence, sustainability and supplier quality
- underscoring a shared belief that long-term success is built through strong
partnerships. A defining highlight of the summit was the opportunity for Apollo
Tyres' Global Partners to visit the Company's state-of-the-art facility in
Andhra Pradesh. The immersive plant experience offered a firsthand look at the scale,
advanced technology and operational discipline driving the next phase of growth.
LEAD SPONSOR OF TEAM INDIA
During FY26, the Company has become the Lead Sponsor of the Indian
Cricket Team under a prestigious 3-years strategic partnership with the Board of Control
for Cricket in India (‘BCCI') as the Apollo Tyres logo would be prominently
featured on the front and leading arm of the official Team India jersey, symbolizing a
powerful alliance between one of the world's most beloved sports and a brand ready to
go the distance for the national pride.
PRODUCT & MARKETING
During FY26, the Company continued to strengthen its product portfolio
and market positioning across geographies through focused investments in innovation,
premiumisation and brand building. The organisational structure enabled stronger alignment
across global markets, supporting efficient execution of product and marketing strategies.
In India, the Company continued to build on its leadership across
passenger vehicle and commercial vehicle tyre segments. The Vredestein brand further
strengthened its presence in the premium and luxury segments, supported by portfolio
expansion and growing consumer acceptance. The Apollo Tyres brand maintained its strong
position in OEM partnerships across passenger and commercial vehicle categories, while
continued product innovation and targeted initiatives supported growth across replacement
markets.
The commercial vehicle tyre segment witnessed steady performance,
supported by demand for premium products and continued focus on value-led offerings across
both TBR and LCV categories. The Company also continued to strengthen its presence in the
two-wheeler tyre segment, with increasing acceptance in premium and performance
categories.
In Europe, the Company focused on enhancing its premium positioning
through portfolio expansion, particularly in higher-value segments such as Ultra High
Performance (‘UHP') and Ultra-Ultra High Performance (‘UUHP') tyres.
The Vredestein brand continued to gain traction through product innovation, OEM
engagements and strong performance in independent tyre tests. The Apollo brand
strengthened its presence through targeted product offerings and expansion of size
coverage.
In the Americas, the Company aligned its strategy with evolving market
trends, particularly the shift towards premium and all-weather tyre segments. Brand
building initiatives, including the continuation of the "Demand a Better Tire"
campaign, along with expansion of the dealer network, supported improved market reach and
visibility.
Across markets, the Company strengthened its brand positioning through
high-impact initiatives, including its association with the Board of Control for Cricket
in India (‘BCCI') as the official jersey partner for Team India and the launch
of the "Har Safar Mein Dum Hai" campaign, which enhanced consumer
engagement and reinforced brand connect.
FUTURE OUTLOOK
The global economic outlook for CY26 remains subject to evolving
macroeconomic and geopolitical developments. Global growth is expected to remain
resilient, supported by steady performance in emerging markets, while advanced economies
are likely to witness moderate growth.
However, external factors such as trade policy shifts, energy price
volatility and geopolitical developments may continue to influence supply chains, input
costs and demand conditions across markets.
In this environment, the Company remains focused on driving sustainable
and profitable growth through disciplined capital allocation, cost optimisation and
continued investments in product innovation, brand building and operational efficiency.
Apollo Tyres will continue to strengthen its balance sheet and maintain a strong focus on
return on capital employed (RoCE), while remaining agile in responding to evolving market
dynamics and pursuing long-term value creation.
BOARD OF DIRECTORS
A) Changes in Directors and Key Managerial Personnel
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: - 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 Shareholders of the Company through Postal Ballot held on January
16, 2026 had approved the appointment of Mr. Rajendra Chitale (DIN: 00015986) as an
Independent Director, not liable to retire by rotation, to hold office for a term of 3
consecutive years with effect from February 9, 2026 to February 8, 2029.
The Shareholders of the Company through Postal Ballot held on January
16, 2026 had approved the appointment of Mr. Tapan Mitra (DIN: 08445248) as an Independent
Director, not liable to retire by rotation, to hold office for a term of 3 consecutive
years with effect from February 9, 2026 to February 8, 2029.
Mr. Vinod Rai (DIN: 00041867) ceased to be the Director on February 8,
2026 consequent to completion of his second term as an Independent Director.
Mr. Berjis Desai (DIN:00153675) resigned as an Independent Director of
the Company with effect from end of the business hours of April 7, 2026 consequent to his
appointment as Member, National Commission for Minorities, Government of India, New Delhi.
The Board of Directors at their meeting held on May 14, 2026, had approved and recommended
to the Shareholders at the ensuing Annual General Meeting (‘AGM') the
reappointment of Ms. Lakshmi Puri (DIN: 09329003) as an Independent Director of the
Company, not liable to retire by rotation, to hold office for a second term of 5
consecutive years with effect from October 29, 2026 to October 28, 2031.
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. Francesco Gori (DIN: 07413105), 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. Vishal Mahadevia (DIN: 01035771), Director of the Company,
is liable to retire by rotation and being eligible offers himself for re-appointment at
the 53rd AGM 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.
B) Declaration by Independent Directors
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 read with 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.
C) Formal Annual Evaluation
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 a 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 average 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.
D) Separate Meeting of the Independent Directors
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 January 28,
2026. 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.
E) Nomination & Remuneration Policy
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
F) Code of Conduct for Directors and Senior Management
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.
MATERIAL CHANGES AND COMMITMENTS
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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
The Competition Commission of India (‘CCI'), by way of its
order dated August 31, 2018 (which was sealed due to ongoing writ petitions and released
thereafter in February 2022), found that the Company, along with other tyre manufacturers
and the Automotive Tyre Manufacturers Association, contravened Section 3 of the
Competition Act, 2002. The CCI imposed a penalty of H425.53 crores on the Company. The
Company filed an appeal against the CCI's order before the National Company Law
Appellate Tribunal (‘NCLAT'). By judgement dated December 1, 2022, the NCLAT
remanded the matter back to the CCI for reconsideration. The CCI has filed an appeal
before the Supreme Court of India against the NCLAT's judgement. CCI's appeal is
currently pending before the Supreme Court of India. In view of the above, as on date, no
penalty amount is enforceable against/ payable by the Company with respect to these
proceedings.
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.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the
year under review.
INTERNAL FINANCIAL CONTROLS
Internal Financial Control 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 program, 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 (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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
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.
SUBSIDIARY/ ASSOCIATE COMPANIES
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 March31, 2026, your Company had 31 Overseas Subsidiary Companies
(including step subsidiaries), 2 wholly owned Subsidiaries in India, 3 Associate Companies
and 1 Joint Venture. With the significant changes taking place in global trade and
increasing focus on near-shoring, the operations of Apollo Tyres Holdings (Singapore) Pte
Ltd (‘ATHS') were transitioned to Apollo Tyres Global Business Services Ltd
(‘Apollo GBS'). As such, the key functions like HR, RM Procurement and Logistics
have been consolidated with the relevant teams in India Head office. Pursuant to Section
78B of the Singapore Companies Act, 1967, the issued and ordinary paid up share capital of
ATHS has been reduced from USD 13,711,088.78 comprising of 15,565,383 ordinary shares to
USD 49,999.98 comprising of 56,762 ordinary shares, thereby returning the excess share
capital to its sole shareholder vide approval dated April 30, 2026 from Accounting and
Corporate Regulatory Authority (‘ACRA').
The trading activities in Apollo Tyres (Middle East) FZE were ceased on
March31, 2026 as part of restructuring aimed at strengthening its financial and
operational position due to declining net sales and increase in cost. The Company has
applied for change in licensed activity to that of the Representative Office w.e.f. April
1, 2026 which would provide marketing support and promote the business of Apollo Tyres
Ltd.
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 was in
connection with the intended decision to discontinue tyre production and production
related operations at the Enschede plant based out of Netherlands by June 30, 2026, due to
high cost of production. The Works Council in September 2025 signed a Settlement Agreement
which provided the go ahead on the RfA.
MATERIAL SUBSIDIARIES
Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 defines a ‘Material Subsidiary' to mean a
Subsidiary whose turnover or net worth exceeds ten percent of the consolidated turnover or
net worth respectively, of the listed Company and its Subsidiaries in the immediately
preceding financial year. Basis this definition, your Company has following 3 (three)
material unlisted Subsidiaries viz. Apollo Tyres (Europe) B.V., Apollo Tyres Cooperatief
U.A., and Apollo Tyres (Hungary) Kft. during FY26.
In addition to the above, Regulation 24(1) of the above-mentioned
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 turnover or net worth exceeds twenty percent of the consolidated
turnover or net worth respectively, of the listed entity and its Subsidiaries in the
immediately preceding financial year. On completion of term of Mr. Vinod Rai as
Independent Director of the Company, Mr. Francesco Crispino was nominated as Director on
the Board of Apollo Tyres Cooperatief U.A and Apollo Tyres (Europe) B.V. w.e.f. February
9, 2026. Also Mr. Sumit Dayal was nominated as Director on the Supervisory Board of Apollo
Tyres (Hungary) Kft. with effect from February 9, 2026 in place of Mr. Vinod Rai.
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. a) Apollo Tyres Cooperatief U.A.
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. b) Apollo Tyres (Europe) B.V.
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. c) Apollo Tyres (Hungary) Kft.
Apollo Tyres (Hungary) Kft is one of the state-of-the-art manufacturing
facilities within the Apollo Tyres Group. During FY26, the Company continued to scale up
its passenger car radial (‘PCR') tyre production capacity through targeted
capital expenditure investments to meet growing market demand.
To further streamline operations and enhance productivity and
specialization in PCR manufacturing, the Company has discontinued truck and bus radial
(‘TBR') tyre production at the Hungary facility and has decided to transfer this
production to its plants in India.
CONSOLIDATED FINANCIAL STATEMENTS
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 March31, 2026
is also attached with financial statements.
DEPOSITS
During the year under review, your Company did not accept deposits
covered under Chapter V of the Companies Act, 2013.
AUDITORS
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.
AUDITORS' REPORT
The report given by M/s. S.R. Batliboi & Co. LLP, Chartered
Accountants, Statutory Auditors on financial statements of the Company for FY26 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.
COST AUDITOR
M/s. N.P. Gopalakrishnan & Co., Cost Accountants, were appointed as
Cost Auditor 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 FY26.
Due to the completion of the tenure of M/s. N.P. Gopalakrishnan &
Co., Cost Accountants and based on the recommendation of the Audit Committee, M/s. BBS
& Associates, Cost Accountants, being eligible, have been appointed by the Board as
the Cost Auditor for FY27. The Company has received a letter from them to the effect that
their appointment will be within the limits prescribed under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified for such appointment within the
meaning of Section 141 of the Companies Act, 2013. The remuneration to be paid to M/s. BBS
& Associates, Cost Auditor for FY27 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.
SECRETARIAL AUDITOR
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, the Shareholders of the Company at the AGM held on July 31, 2025 had
appointed M/s. DMK Associates, Practising Company Secretaries as Secretarial Auditor of
the Company to conduct secretarial audit for a term of 5 (five) consecutive years, from
FY26 to FY30. Secretarial Audit Report given by Secretarial Auditors for FY26 is annexed
with the report as Annexure I. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
MEETINGS OF THE BOARD OF DIRECTORS
A calendar of meetings is prepared and circulated in advance to the
Directors. During the year, 6 (six) 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.
AUDIT COMMITTEE
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.
VIGIL MECHANISM
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.
COMMITTEES OF BOARD
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 &
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.
SHARE CAPITAL
During the year under review the issued, subscribed and paid-up Equity
Share Capital of the Company was 635,100,946 equity shares of H1/- each. There was no
change in the capital structure of the Company. a) Issue of equity shares with
differential rights
Your Company has not issued any equity shares with differential rights
during the year under review. b) Issue of sweat equity shares
Your Company has not issued any sweat equity shares during the year
under review. c) Issue of employee stock options
Your Company has issued employee stock options during the year under
review and the details are mentioned in this report. d) Provision of money by the Company
for purchase of its own shares by employees or by trustees for the benefit of employees
Your Company has transferred money for purchase of its own shares
relating to Employees Stock Option Plan (ESOP) 2025 to Apollo Tyres Welfare Trust for the
benefit of employees during the year under review.
EMPLOYEES STOCK OPTION PLAN (ESOP) – 2025
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 via Postal Ballot dated 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 potential 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 is being implemented through Trust route. The existing
Apollo Tyres Welfare Trust (‘Trust') has acquired 25,19,612 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 1,27,00,000 (One crore twenty seven lakhs)
equity shares which the Trust will acquire, as and when required. The Nomination and
Remuneration Committee at their meeting held on May 20, 2025 had granted 26,69,181 (Twenty
six lakhs sixty nine thousand one hundred and eighty one) options to eligible employees as
mentioned under the ESOP Scheme. Out of which 1,49,569 (One lakh forty nine thousand five
hundred and sixty nine) options had lapsed during the year and 25,19,612 (Twenty five
lakhs nineteen thousand six hundred and twelve) options are outstanding as on March31,
2026. ESOP Scheme has been implemented in accordance with the provisions of the Companies
Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(including any statutory modification(s) and/or re-enactment(s) thereof for the time being
in force) (‘SEBI SBEB Regulations'). The certificate from the Secretarial
Auditors on the implementation of the ESOP Scheme in accordance with the SEBI SBEB
Regulations will be made available for inspection by the Shareholders electronically
during the ensuing AGM of the Company and has been uploaded on the website of the Company
at: https://corporate.apollotyres. com/investors/corporate-governance/#?activeTab=Others
The details of the Stock Options granted under the ESOP Scheme and the disclosures under
Regulation 14 of SEBI SBEB Regulations are available on the website of the Company at:
https:// corporate.apollotyres.com/investors/corporate-governance /#?activeTab=Others
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
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.
RELATED PARTY TRANSACTIONS
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., wholly owned Subsidiary of the Company.
PARTICULARS OF EMPLOYEES
Particulars of employee remuneration as per Section 197(12) of the
Companies Act, 2013 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 Shareholders excluding the aforesaid statement. It shall also be kept
open for inspection by any Shareholder at the registered office of the Company during
business hours up to the date of the ensuing AGM. Any Shareholder interested in obtaining
a copy thereof, may write to the Company Secretary at investors@apollotyres.com.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
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, 20 awareness sessions were conducted by the
Company across locations to sensitize employees on the prevention, prohibition and
redressal of sexual harassment at the workplace.
During the year under review, the Company has complied with provisions
relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with the
following details:-(a) Number of complaints of sexual harassment received in the year -
One (b) Number of complaints disposed off during the year - One c) Number of cases pending
for more than ninety days - Nil
MATERNITY BENEFITS ACT, 1961
The Company is compliant with the provisions relating to the Maternity
Benefits Act, 1961.
HEALTH, SAFETY AND ENVIRONMENT
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.
AWARDS AND RECOGNITIONS
In its continued pursuit of excellence, Apollo Tyres has been
recognised across leading global and national platforms for its achievements in
sustainability, workplace practices, quality and innovation. Key honours include
recognition for water stewardship at the Chennai plant by the ASSOCHAM, the Top Employer
Certification 2026 across India, Hungary, the Netherlands and the United Kingdom by the
Top Employers Institute, and global sustainability credentials such as ISCC+ Certification
and the EcoVadis Gold rating. In addition, the Company has earned prestigious accolades
including the Deming Prize by the Union of Japanese Scientists and Engineers and multiple
recognitions from the British Safety Council, reinforcing its commitment to quality,
safety and people excellence.
Other prominent Awards are listed below for your reference.
| Name of the Award |
Category |
Awarded by |
| NetApp Innovation Awards 2025 |
Excellence in New Age Tech (AI/ML) |
Net app |
| National Energy Management Platinum Award (Kalamassery and
Perambra Plants) |
Energy Efficiency |
CII (Energy Management) |
| ISCC+ Certification |
Sustainability Certification |
International Sustainability and Carbon Certification |
| EcoVadis Sustainability Rating – Gold |
Business Sustainability Performance |
EcoVadis |
| 19th CII-ITC Sustainability Awards 2025 |
CSR Excellence category |
CII–ITC Centre of Excellence for Sustainable Development |
| Procurement Excellence Summit & Awards 2025 (14th
edition) |
Recognition for at Apollo Tyres GBS |
UBS Forums |
| British Safety Council – 5-Star Occupational Health
& Safety (Chennai & Limda Plants) |
Occupational Health and Safety Audit |
British Safety Council |
| Best Environmental Month Promotion – Gold Award |
Environment Month Promotion (Toyota Supply Chain) |
Toyota |
| 11th ISC Awards 2025 (Top 25 Chief Supply Chain Officers in
India) |
Individual Leadership Recognition |
Institute of Supply Chain Management (ISCM) |
| Mahatma Award |
Corporate Environment Responsibility |
Mahatma Award Committee: Amit Sachdeva, Founder of the
Mahatma Award and popularly known as the "CSR Man of India" |
| ICQCC Gold Award |
Quality Excellence & Continuous Improvement |
ICQCC |
| Deming Prize (Chennai Plant) |
Total Quality Management (‘TQM') Excellence for
Organisations |
Union of Japanese Scientists and Engineers
(‘JUSE'), Japan |
| Supplier SAMRAT Award Competition 2025 |
Quality-Control/ Continuous Improvement (Supplier evaluation) |
Ashok Leyland Ltd |
| Noteworthy in Water Management within the Plant Premises
(Chennai Plant) |
Water Stewardship/ Sustainability |
ASSOCHAM (The Associated Chambers of Commerce and Industry of
India) |
| Best Organisation to Work – Manufacturing 2025 |
Workplace Excellence/ HR & People Practices |
ET Edge |
| SEEM National Energy Management Award (‘SNEMA')
2024 – Platinum (Perambra Plant) |
Energy Efficiency/ Sustainability |
Society of Energy Engineers and Managers |
| Sword of Honour (Chennai & Limda Plants) + Special Award
for Innovation and Development (Chennai Plant) |
Health & Safety Excellence/ Innovation |
British Safety Council |
| Changemakers Award |
Cybersecurity/ Digital Transformation |
Palo Alto Networks |
| Top Employer Certification 2026 (India, Hungary, Netherlands,
UK) |
HR Excellence/ Workplace Practices |
Top Employers Institute |
| Green Existing Building Certification –
‘Certified' (Apollo House, Gurugram) |
Sustainability/ Green Building |
CII-Indian Green Building Council |
RISK MANAGEMENT
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 Human Resources
Function, headed by Chief Human Resources Officer; for Procurement Function, headed by
Vice President (Procurement) 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. The Chairman of IRCs present the risk register of their respective functions
to the RMC of the Board. The Chairman of the Risk Management Committee makes the
presentation before the Board on the major high risks/ other relevant risks. Further
details about the RMC including its composition are mentioned in the Corporate Governance
Report which forms part of the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company's Corporate Social Responsibility (‘CSR')
initiatives are aligned with national priorities and the United Nations Sustainable
Development Goals (‘UN SDGs'). The Company considers CSR as a strategic
commitment to community well-being and environmental sustainability.
The Company implements CSR programmes across India in compliance with
the Companies Act, 2013 and relevant global frameworks. CSR initiatives are implemented
through Apollo Tyres Foundation a trust registered in 2008 and Taru Foundation a trust
registered in 2014 in India.
With the objective to impact over 15 million beneficiaries, the Company
focuses its CSR efforts on four core areas: Healthcare for Trucking Community,
Environmental Conservation with Biodiversity Conservation serving as a unifying global
theme, Livelihood for Rural Women and Local Initiatives.
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/CSR%20Policy-%20Feb%204,%202026.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
ParticularsrequiredunderSection134(3)(m)oftheCompaniesAct, 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.
ANNUAL RETURN
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 ).
CORPORATE GOVERNANCE REPORT
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 from
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, 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.
OTHER DISCLOSURES
1) During the year under review, the Company has neither made any
application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
2) During the year under review, there was no transaction requiring
disclosure or reporting in respect of matter relating to instance of one-time settlement
with any bank or financial institution.
DIRECTORS' RESPONSIBILITY STATEMENT
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 March31, 2026, 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 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.
SECRETARIAL STANDARDS
During the year under review, your Company had complied with all the
applicable Secretarial Standards.
ACKNOWLEDGEMENT
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, shareholders, 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.
|