Transcript of 52nd AGM - August 18, 2025

Time

3:00 PM (IST)

Present

Board of Directors

Mr. Onkar Kanwar – Chairman, Chairman - Corporate Social

Responsibility Committee, Stakeholders Relationship

Committee

Mr. Neeraj Kanwar – Vice Chairman & Managing Director

Mr. Berjis Desai – Independent Director

Mr. Francesco Crispino – Independent Director

Mr. Francesco Gori – Non-Executive Director

Mr. Gaurav Kumar – Chief Financial Officer & Whole-Time Director

Dr. Jaimini Bhagwati – Independent Director

Ms. Lakshmi Puri – Independent Director

Mr. Sumit Dayal – Independent Director

Mr. Sunam Sarkar – Non-Executive Director

Mr. Vinod Rai – Independent Director & Chairman of Audit and

Nomination and Remuneration Committee

Others

Ms. Seema Thapar – Company Secretary & Compliance Officer

Page 1 of 11

Moderator

Dear members of Apollo Tyres Limited, Good afternoon and welcome to the 52nd AGM of the Company held through VC. For the smooth conduct of the meeting, members will be in mute mode. For members who had pre-registered to speak at the meeting, the audio and video will be open when they have to speak. Please note that, as per the requirements, the proceedings of the AGM will be recorded and the transcript will be available on the

Company's website. The statutory registers required to be there during the AGM for inspection are available on the NSDL website. Now let me hand over to the Chairman, Mr.

Onkar Kanwar. Over to you Sir.

Onkar Kanwar

Thank you. Good evening, good afternoon, dear members. As the requisite quorum is present, I declare the meeting as validly convened. Let me now introduce the board members. Mr. Neeraj Kanwar, Vice Chairman & Managing Director. Mr. Berjis Desai,

Independent Director, Mr. Francesco Crispino, Independent Director, Mr. Francesco Gori,

Non-Executive Director, Mr. Gaurav Kumar, Chief Financial Officer & Whole-Time

Director, Mr. Jaimini Bhagwati, Independent Director, Ms. Lakshmi Puri, Independent

Director, Mr. Sumit Dayal, Independent Director, Mr. Sunam Sarkar, Non-Executive

Director, Mr. Vinod Rai – Independent Director & Chairman of Audit and Nomination and

Remuneration Committee, Mr. Vishal Mahadevia, Non-Executive Director is not attending the meeting due to his pre-court occupation. Seema Thapar, Company Secretary and the representative of statutory auditor and secretarial audits are also attending a meeting.

Moderator

Thank you. We request Chairman to address the members.

Onkar Kanwar

Good afternoon, ladies and gentlemen. It is my pleasure to welcome you to the 52nd Annual

General Meeting of Apollo Tyres Limited. Allow me to begin with a quote of Albert

Einstein that I have always found grounding in the middle of every difficulty lies opportunity. Financial year 2025 tested that belief more than once. It was a year marked by turbulences, shifting global demand, pricing pressures, macroeconomic uncertainty. While we registered a 3% growth in revenue, closing at revenues of 26,123 Crores, our net profit stood at 1,121 Crores lower than the year before. It was not the year we had any surge. It reminded us, as it often does, of the importance of staying the course with clarity, conviction, and consistency. What helped us hold steady was a principle that has guided us for years. We do not chase growth at any cost. We focus on the quality of growth and the value that underpins it. And that I believe is what will continue to create long-term value for all our stakeholders. One area that makes me particularly proud is the progress we have made in building a people-first culture, one that is rooted in trust, inclusion, and a shared wealth-supporting purpose. This year, we were once again recognized by the top employers' institutes in Singapore, the UK, Hungary, and the Netherlands. In India, we were named among the top 25 large manufacturing companies to work for.

Page 2 of 11

We also received the Sword of Honours from the British Safety Council, a recognition of our ongoing commitment to workplace, health, and safety but these recognitions are not the goal. They are simply a reflection of something deeper. At Apollo Tyres, we are constantly asking ourselves, are we building an environment where people feel they belong? Are we equipping themselves to grow, take risks, and innovate? Because at the end of the day, it is not the machines or the technology its the people who power our progress. The other pillar I want to touch upon today is one that is not just strategic. It is deeply personal to me.

Climate change is no longer a future scenario. It is here and as a Company, we cannot and will not stay on the sidelines. At Apollo Tyres, we are embedded sustainability into the way we operate, the way we innovate, and the way we grow. Our goal is to be net zero by 2050.

And we have made significant progress along the way. We are reducing scope one and two emission intensity steadily. We are expanding the use of renewable energy. We are redesigning processes to improve resource efficiency across the board. This year, our

Chennai plant received the Energy Management Insight Award from the Clean Energy

Ministry and was recognized by FICCI for leadership in industrial water efficiency. As a

Company, we were awarded a gold rating by placing us in the top 5% globally on sustainability metrics but sustainability for us is not a target to be met. It is a responsibility we carry for our people, our communities, and generations ahead. As we look ahead, we do so with clarity, not only about where we want to go, but how we want to get there. We are investing in future, ready capabilities in digital, in capacity, and in talent. We are deepening our presence in key markets, like spending new aid funds. We are holding ourselves accountable not only for what we deliver, but for how we deliver it. The road ahead will have its share of bumps, but with the resilience in our people, responsibilities in our practices, and unwavering support of stakeholders like you, I am confident that we are on the right path. Let me take a moment to thank each one of you, our shareholder, for your continuous trust. I also want to acknowledge the support of our banking partners, financial institutions, and governments of India, Netherlands, Hungary, and the various Indian states where we operate. Your belief enables us to build boldly, even in uncertain times. To my colleagues across the globe, thank you for showing up every day with commitment, courage, and care. We may not have had a perfect year, but we have a strong foundation.

And more importantly, we have a shared vision. Let us keep building together. Thank you.

Moderator

Thank you. We now request Chairman to proceed with the agenda.

Onkar Kanwar

Thank you. Now I will explain about the objective and implication of the resolutions.

Notice along with the Board’s report and audited financial statements have been sent to the members. I take them as read. The auditor report on financial statements and secretarial audit reports of the Company for the financial year ended March 31, 2025 do not contain any qualification, reservation, adverse remarks, or disclaimer. Accordingly, the reports are not required to be read out as provided in the Companies Act.

Page 3 of 11

Now I will explain the objective and implication of each item of the notice. Number one relates to adoption of audit financial statements reported to the Board and auditors there on by the members of the Company. After your approval, the same will be taken on record.

Item number two relates to declaration of dividend to the members. Board has recommended final dividend of Rs.5 per equity share, which has to be approved by the members. After your approval, payment will be made within the stipulated time. Number three relates to the appointment of Mr. Francesco Gori who is retiring by rotation. After your approval he will be reappointed. Item number four relates to continuation of Mr.

Francesco Gori as a Non-Executive Non-Independent Director. After your approval he will continue as a Non-Executive Non-Independent Director on attaining the age of 75 years.

Item number five relates to ratification of the payment of remuneration to cost auditors who have been appointed by the Board at the remuneration of Rs.4 lakhs for the year 2026. Item number six relates to the appointment of M/s. DMK Associates, Practicing Company

Secretaries as Secretarial Auditors of the Company. After your approval, they will be appointed as the secretarial audit for a period of five years, starting from year 2026-2030.

All item one to six of the notice have been voted by the member through remote e-Voting from July 28th 2025 to July 30th 2025. Member present at the meeting who have not done remote e-Voting can now cast their vote using e-Voting platform of NSDL. Mr. P.P. Zibi

Jose will act as a scrutinizer for the voting process. I request now Mr. Neeraj Kanwar to take the questions from the speaker members who have registered in advance. Thank you.

Neeraj, over to you.

Moderator

Thank you very much Sir. Ladies and gentlemen, we will now begin the question and answer session. We invite our first speaker member, Shalini G. Navandar. Your line is unmuted and you can ask your question now. Please restrict your questions to a time limit of one to two minutes. Please go ahead.

Shalini Navandar

Good evening Chairman and the Board members, I am Shalini from Bengaluru. I am in support of all the resolutions that are part of the AGM notice. I thank the secretarial team for providing all the annual reports and notices on time. They were very cordial whenever I had interactions with them. So my question to you is that as mentioned in the financial reports, there is a closure of operations at Enschede plant. Could you please elaborate on the related closure cost and the impact of this on the business operations? Thank you for providing me this opportunity. Have a wonderful evening.

Moderator

Thank you. We move to our next speaker member T.M. Ramachandran. We are unmuting your line now and you can ask your question. In the interest of time we request you to limit your questions to one to two minutes. Please go ahead Sir.

T.M. Ramachandran

Respected Chairman, Vice Chairman, and Board of Directors, this is T.M. Ramchandran from Thrissur, Kerala.

Page 4 of 11

Thank you for giving me the opportunity to speak at the 52nd Annual General Meeting of the Company. I have noted down some questions. In fact, I have three questions. Let me just read it out for you. My first question is, in a recent filing with the stock exchange, you have informed about the grant of ESOP options to the employees. What was the thinking behind this plan? My second question is short-term borrowings in standalone accounts have increased from Rs.733 Crores to Rs.1084 Crores. Why is it so? My third question is what are the reasons for the increase in inventory levels in March 2025 from Rs.2322 Crores to

Rs.3007 Crores in standalone balance? Thank you and I wish the Company the very best in all its future activities. Thank you once again.

Moderator

Thank you Sir. We now invite our next speaker member Mr. Jaydip Bakshi. Sir we are unmuting your line now. You can unmute your audio and video and ask your question now.

Please restrict your questions to a time limit of one to two minutes. Please go ahead.

Jaydip Bakshi

Very good afternoon Chairman, MD, CFO, and other key managerial person myself Jaydip

Bakshi connecting from the city of Kolkata. First initially I want to convey my thanks to our Company Secretary Seema Madam for giving me an opportunity to express my view and also to Mudgil ji for keeping constant touch and also presenting a detailed and informative annual report, and also to our moderator for conducting this video conference in a smooth manner. Myself proud to be a part of this leading tyre manufacturing company.

Sir, we have a wide range of products such as suiting to different types of vehicles. Sir, any new variants or launches along with value addition through our R&D team, kindly share.

New technology implementation for better productivity and also increased efficiency and maintaining good supply chain. Effect of global situation and tariff that is affecting every industry, our effect on our global business. Kindly share some thoughts. And what is our order book position and any Government of India orders have we received and how are we placed from our competitors? And last scope as auto industry is rising, what is our future growth prospects and where do we foresee our Company? And steps for more SKUs and increase in dealership and thoughts on green energy kindly share some thoughts and also an

ESG programme and also waste management. I have supported all the resolutions and wish our Company grow to new heights with all the help of all associated and also the workforce.

Thank you Sir for giving me an opportunity.

Moderator

Thank you Mr. Bakshi. We move to our next speaker member Mr. Praveen VK. Sir, we request you to unmute your audio and video and ask your question. In the interest of time, please restrict your questions to one to two minutes. Please go ahead.

Praveen VK

I am Praveen from Chennai. Thanks to the Board and the management for the recommendation of the dividend in FY25. I hope that the wonderful performance of the

Company would continue over the years.

Page 5 of 11

I have received the AGM notice as well as the annual report. I have a couple of questions.

First on the proceedings of the CCI wherein the CCI has imposed a penalty of 426 Crores, can we have an update? And second, we notice that the trade receivables have increased from 1859 Crores to 2278 Crores in the standalone accounts. Can you please reflect on this?

Thank you once again.

Moderator

Thank you Sir. We invite our next speaker member Mr. Inder Gurpreet Singh. Sir, your line is unmuted and you can ask your question now. Please restrict your questions to a time limit of one to two minutes. Please go ahead.

Inder Gurpreet Singh

Good afternoon everyone. My name is Inder Gurpreet Singh. I am shareholder of the

Company. Last four digits of my Demat account number is 4469 and thank you for providing me opportunity as speaker shareholder of the company. I also want to thank secretarial team for timely providing us annual report and notice of AGM. I have few questions. The first question is the profits of Company for financial year 2024-2025 on standalone basis have fallen sharply as compared to previous year that is from Rs.1154

Crores to Rs. 629 Crores. What are the reasons for decline? And second question is what are the reasons for increasing legal and professional cost of the company at consolidated level that is from Rs.105 Crores to Rs.167 Crores. Thank you.

Moderator

Thank you. Our next speaker member is Ms. Prakashini G. Shenoy who would like to ask a question on audio. Madam, we are unmuting your connection now and you can ask your question. Please restrict your questions to one to two minutes please. You may go ahead.

Prakashini G Shenoy

I am Prakashini Ganesh Shenoy from Bombay. Respected honourable Chairman, other dignitaries on the Board and my fellow shareholders good afternoon to all of you. I received the AGM report well in time, which is colourful, informative, transparent, and contains all the information as per the corporate governance. I thank Ms. Komal and her team for the same. I should not forget to thank her once again for reminding me of today's meeting along with the link, without which I would not be in a position to speak. Thank you, Ms. Komal once again. The Chairman has given a beautiful picture regarding the Company and its working in all parameters. Thank you, Chairman Sir. At the outset, I am thankful to the

Board for accompanying the dividend for the financial year 2024-2025. I am also glad to note that the Company has done outstanding work in the field of CSR activities.

Congratulations for various awards received during the year. I thank one and all for their hard work and sincerity. I am glad to note that the Company has robust performance in respect of finance such as revenue, PBT, PAT etc. Now my questions, there has been many changes in the top management recently, can you provide details of the same? My second question is what is the future plan of the Company? And my last question is how are we planning for digital India? Chairman Sir, last but not the least, my earnest request to you, please continue with VC so that people all over will have an opportunity to express their views. I wish the Company good luck for a bright future and pray God that the profit of the

Page 6 of 11

Company shall reach the peak in due course. Sir, I strongly and wholeheartedly support all the resolutions put forth in today's meeting. Thank you, Chairman Sir.

Moderator

Thank you. We now move to our next speaker member, Mr. N.D. Agarwal. Sir, your line is unmuted and you may ask your question now. Please limit your questions to a time limit of one to two minutes. Please go ahead.

N.D. Agarwal

I am N. D. Agarwal. I am the shareholder of Apollo Tyres Limited since more than 20 years. The Company has rewarded the shareholders with enough dividend and growth.

Being the shareholder, I want to ask two questions. Number one please provide the break- up of R&D expenses spent by the company during the year 2024 and 2025. Number two, I also want to know the impact of recent tariff imposed by US government on our operations by the United States.

Moderator

Thank you Sir. The next question is from Suja S. Nair. Madam please unmute your audio and video and ask your question. Please restrict your questions to a time limit of one to two minutes. Please go ahead.

Suja S. Nair

Good evening all. I am Suja S. Nair from Trivandrum, Kerala. I am a shareholder of your

Company for the past several years. I find the AGMs held through VC very convenient as the shareholders like me from Kerala and other parts of India, as well as abroad, can take part in the AGM. Sir, I would like to request the management to continue doing the AGM through VC in the coming years as well. I have only one question and that is relating to what are the reasons for the increase in travelling and conveyance costs in standalone accounts from Rs.154 Crores to Rs.185 Crores. Thank you.

Moderator

Thank you. We will now invite our next speaker member that is Mr. Manoj Kumar Gupta.

Mr. Manoj Kumar Gupta, we request you to please unmute your audio and video and you may ask your question now. In the interest of time, we request you to please limit your questions to one to two minutes.

Manoj Kumar Gupta

Good afternoon, respected Chairman, Board of Directors, fellow shareholders. My name is

Manoj Gupta. I have joined this meeting from my resident city of Kolkata. I wish to God for a healthy and prosperous, safe, long life to take the company to new heights. Sir thanks to the Company Secretary and their team to help us to join this meeting through VC. So how you face the challenge due to rubber price? Rubber price has gone up, so how you face and Sir what is your plan in the renewable energy in your plants and offices to save the cost of energy? Is there any direct or indirect impact of geopolitical?

And so how you will utilize the cash in balance sheet on March 31st 2025, and how you will reward to the investors? With this, I strongly support all the resolutions, and I believe that when we meet next our payout will be more. Thank you.

Page 7 of 11

Moderator

Our next speaker member is Mr. Anil Mehta. He had registered; however, has not connected to the meeting. We will therefore, move to our next speaker member Ms. Lily

Pradhan. Ma’am, your line is unmuted; you can ask your question now. Please restrict your questions to a time limit of one to two minutes. Please go ahead maám.

Moderator

Ms. Pradhan could you please unmute your microphone and you may ask your question now.

There is no response from this connection. Sir, that was the last question. We request Mr.

Neeraj Kanwar to answer the questions now. Sir, could you please unmute your microphone.

Neeraj Kanwar

Thank you, shareholders for the questions and I will request some of them to be taken over by Gaurav and some by me. The first question was from Ms. Shalini on the Enschede plant and the cost and possible impact on the business operations Gaurav will you please answer this question?

Gaurav Kumar

Our subsidiary in Netherlands, ATNL has filed a request for advice with the Works Council of the company for an intended decision to discontinue tyre production and production- related activities at the Enschede plant by summer of 2026. This proposed decision is still subject to the consultation process with the Works Council and the approval of ATNL

Supervisory Board as per law. This decision was caused by the high cost of production at the Netherland plant due to inflation over the last two years. The Company will try to ensure that there is no business loss and any assessment of related cost, as you asked, can only be made as the matter is firmed up post consultation with the Works Council.

Neeraj Kanwar

Okay, thank you Gaurav. The next question was from T. N. Ramachandran about our filing in the stock exchange about ESOP grants to employees. I would like to answer that the

Company has granted ESOP options to employees as a token of their appreciation and their continued dedication and contribution to the growth of the Company. At Apollo Tyres, we believe in treating our employees as part of our united family, guided by the mantra of

Apollo One family and therefore the ESOPs have been granted to a certain selected people in the organization. Mr. Ramachandran also asked about why the short-term borrowings in standalone accounts have gone up. Gaurav, will you answer that please?

Gaurav Kumar

The Company raised the short-term borrowings to meet the increased working capital requirement. This aligns with the Company's treasury strategy to optimize liquidity and manage the cash flows so it is always a combination of long-term and short-term borrowings.

Neeraj Kanwar

The third question he asked was the reasons for increase in inventory from 2300 to 3000.

Gaurav please answer that.

Page 8 of 11

Gaurav Kumar

The Company increased these inventory levels to meet the anticipated future demand and also to mitigate the adverse impact of fluctuation in commodity prices and ensure uninterrupted supply.

This is part of the overall supply chain planning to support operational continuity and cost efficiency in the current market environment.

Neeraj Kanwar

The next member Mr. Bakshi’s question was any plans on launch of new tyre variants? The answer is yes. At Apollo, we keep on innovating R&D, keep on innovating new products.

And as you can see in the market, we keep on coming out with new products in truck, in passenger car, in farm. Recently, we have also launched motorcycle radials. So this is part of our regular business and our regular exercise. And R&D spends today are between 2.5 to

3% of sales. So you can see that the Company is going on investing in R&D and new product development. Your second question was on new technology for increase in efficiency and to improve supply chain. Again, here the answer is yes. We keep on investing in new technology for in the plants to try and see how we can increase our efficiencies, reduce our costs. And there is a lot of exercise happening on supply chain where we are looking at a lot of digital tools, including artificial intelligence to try and see how we can reduce freight cost for the Company. What is the order book position? Any order from Government of India? I mean our plants are running at 85% utilization, so the order book is very healthy. And we continue to work with the Indian Army. We supply to the defense segment. We also supply to some of the state transport undertaking. Your next question was on our future growth prospects. While we see the Indian economy is growing at a good pace. Also, we see OE demand is back. Yes, challenging times in Europe and the

US, but we see good growth coming in India, which should be in a double digit this year.

As far as ESG and green energy is concerned, in FY2025, the Company increased the share of renewable electricity to 33% of total electricity consumption in the Company, surpassing our own 30% target for FY2026. So there are a lot of initiatives that the Company is taking as far as green energy is concerned. I think member five was Praveen VK. They asked about update Gaurav on CCI matter. Can you please update?

Gaurav Kumar

The Company had filed an appeal against the CCI order before the Honourable NCLAT.

The court, the tribunal, in its order dated December 1, 2022, had remanded the matter back to CCI to hear the parties again and review its findings. CCI then filed an appeal before the

Supreme Court against the order passed by NCLAT. The Company has also respondent in the said appeal. The matter is currently pending before the Honourable Supreme Court.

Pending disposal of the matter based on legal advice, the company believes that we have a strong case.

Neeraj Kanwar

Thank you Gaurav. The next question Mr. Praveen asked was the reason for increase in trade receivables.

Page 9 of 11

Gaurav Kumar

The Company recorded an increase in sales of Rs. 635 Crores during the year, with a larger chunk of 4.5% growth coming in the last quarter, resulting in higher outstanding balance from the customers as of year-end.

So the rise, increase in receivables is reflective of the growth that has been achieved.

Neeraj Kanwar

Member four Mr. Singh, asked why the profits have fallen from year on year. Can you please answer that?

Gaurav Kumar

Yes, Mr. Singh, the profits of the Company declined on a standalone basis in FY2025, which was primarily attributable to the increase in the raw material prices and the ongoing macro events, which resulted in significant increase in supply chain costs like logistics, freight, etc. The market situation did not allow the Company to take on appropriate selling price increases. Despite these challenges, the Company remains committed to navigating the current environment with resilience and strategic planning. We will continue to explore cost optimization measures and strengthen our supply chain to mitigate such risks in future.

Neeraj Kanwar

The next question Mr. Singh asked was on increase in our legal and professional expenses.

Gaurav Kumar

The reasons for the increase are twofold. One is the enhanced consulting and advisory services, primarily in the domain of tax and legal advisors to navigate the regulatory and compliance requirements across jurisdictions. We had also undertaken certain restructuring activities within the group. And these required specialized advisory support, which contributed to the increase in these expenses.

Neeraj Kanwar

Okay, thank you. The next question was asked by Prakashini, which was about the recent top management appointments. Yes, we have hired three top management positions.

Number one is Pramesh Iyer. He is our Chief Supply Chain Officer. He comes from a

German company called Beiersdorf with 15 years experience. The reason being that we are emphasizing a lot on supply chain like I mentioned before. The second person is Mr. Rajeev

Sinha, who joined us as Chief Manufacturing Officer. He comes with a wide experience of the paint industry, chocolate industry, PepsiCo, and then into pharmaceuticals. His last job was at Cipla, seven years at Cipla as a Chief of Manufacturing. The third position that we have just hired is Ms. Mahalakshmi. She has joined us as Human Resource Officer. She also comes with a vast experience of from Arthur Andersen to EY, Ballarpur Industries,

Ranbaxy, Airtel was seven years and then the recent job was with Mondelez International for 10 years. So these were the top management appointments that we have taken on. The next member was Mr. ND Agarwal, who asked about R&D spend by the group during

FY2024 and 2025, Gaurav?

Gaurav Kumar

The R&D expenditure remained almost constant. It changed from 417 Crores in FY2024 to

423 Crores in FY2025. And as mentioned by Neeraj, it is about 2% of our sales.

Page 10 of 11

Neeraj Kanwar

Thank you. The second question he asked was the impact of recent tariffs by the US.

Yes, for us tariffs have gone up. Passenger car from India and Europe have gone up from

4% to 29%, an increase of nearly 25%. In truck radials, it has gone up from 4% to 14%, an increase of 10%. And we are taking corrective measures in terms of increasing our prices in the US, which we have already done. And we will try and see how else we can try and manage these costs that are coming up but in a recent announcement yesterday, we saw that

US has announced 25% increase on India tariffs just yesterday. So there will be a lesser impact. Next member was Ms. Suja Nair. Increase in traveling and conveyance costs,

Gaurav.

Gaurav Kumar

This is essentially on account of increased business travel by the various functional teams to engage directly with customers, suppliers and other key stakeholders towards business development efforts, strengthening partnerships for the long-term growth of the Company.

Neeraj Kanwar

Okay and the last question Gaurav was how are you utilizing cash balances in your balance sheet?

Gaurav Kumar

The cash on the balance sheet continues to be used for debt repayments as and when they fall due and to support growth of the company. Based on then the overall position, the

Board decides on the dividend payout to the shareholders.

Neeraj Kanwar

Okay Gaurav, thank you. Thank you, members, shareholders for asking these questions. I hope me and Gaurav have answered these questions adequately and hope to see you in the next AGM. Now I request our Chairman to please take over.

Onkar Kanwar

Thank you, Neeraj. As we have carried out all the items mentioned in the notice of the

AGM, I would like to thank all the participants who attended the 52nd AGM of the company. Thank you and have a nice day wherever you are. All the best. Good to see all of you. Thank you.

Moderator

Thank you, Sir. The members who have not cast their votes can still cast their votes using e-

Voting platform of NSDL until 15 minutes from now.

Page 11 of 11