Apollo Tyres has issued a postal ballot notice dated December 1, 2025, seeking shareholder approval for three special resolutions through remote e-voting. The notice was dispatched to stock exchanges on December 17, 2025, in compliance with SEBI Listing Regulations.

Private Placement of Non-Convertible Debentures

The company's primary proposal involves raising funds through private placement of unsecured/secured non-convertible debentures (NCDs). The Board of Directors approved this proposal at their meeting held on November 13, 2025.

The funds will be utilized for reimbursement of capital expenditure, ongoing capital expenditure, or other purposes permitted under applicable law. The Board or any duly constituted committee will have authority to determine issue terms including investor class, number of debentures per tranche, issue price, tenor, interest rate, and listing requirements.

Independent Director Appointments

The company proposes to appoint two independent directors based on recommendations from the Nomination and Remuneration Committee. Both appointments are for three-year terms from February 9, 2026, to February 8, 2029.

Mr. Rajendra Chitale (DIN: 00015986)

Mr. Rajendra Chitale, aged 64 years, is a Chartered Accountant and Law Graduate serving as Managing Partner of M.P. Chitale & Co. and Chitale & Co. His extensive regulatory experience includes serving on committees of SEBI, IRDAI, Competition Commission of India, and various government bodies.

Mr. Tapan Mitra (DIN: 08445248)

Mr. Tapan Mitra, aged 71 years, brings 40 years of Human Resources experience across manufacturing companies including JK Papers, Voltas Ltd, Ballarpur Industries Ltd, and Apollo Tyres Ltd where he served as Chief Human Resources until retirement in 2015.

Voting Process and Timeline

The postal ballot will be conducted exclusively through remote e-voting, with no physical ballot forms being dispatched. The company has appointed Mr. P.P. Zibi Jose, Practicing Company Secretary, as scrutinizer for the voting process.

Shareholders whose names appear in the Register of Members or List of Beneficial Owners as of the cut-off date and have registered email addresses will be eligible to vote. The voting facility is provided through NSDL's e-voting platform, accessible via multiple login methods for different categories of shareholders.

Regulatory Compliance

The resolutions comply with various regulatory requirements including Sections 42, 71, 149, 150, and 152 of the Companies Act 2013, SEBI Listing Regulations, and MCA circulars. Both proposed independent directors have provided necessary declarations regarding their independence and eligibility, and are registered on the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs.

Apollo Tyres , a leading tire manufacturer, has emerged victorious in a significant tax litigation case, marking a substantial financial relief for the company. The Madras High Court has quashed proceedings initiated under Section 74 of the Central Goods and Services Tax (CGST) Act against Apollo Tyres, effectively setting aside a demand of Rs 2,791 million in a matter related to composite supply.

Key Highlights of the Court Decision

• Proceedings Quashed: The Madras High Court has nullified the proceedings initiated under Section 74 of the CGST Act against Apollo Tyres.
• Financial Impact: The court's decision has resulted in the elimination of a Rs 2,791 million tax demand against the company.
• Case Background: The litigation was related to a composite supply matter, details of which were previously disclosed to the exchanges in August 2023.

Implications for Apollo Tyres

This legal victory represents a significant financial reprieve for Apollo Tyres, potentially strengthening its financial position. The quashing of the tax demand not only eliminates a substantial liability but also brings closure to a pending legal issue that had been hanging over the company since at least August 2023.

Financial Context

While this legal development is noteworthy, it's important to view it in the context of Apollo Tyres' overall financial health. Based on the most recent balance sheet data available:

The resolution of this Rs 279.1 crore (2,791 million) tax liability, while significant, should be considered in light of the company's total asset base of over Rs 27,000 crore.

Conclusion

The Madras High Court's decision marks a positive development for Apollo Tyres, alleviating a substantial tax burden and resolving a pending legal issue. This outcome may contribute to improved investor confidence and potentially impact the company's financial planning and strategies moving forward. However, stakeholders should continue to monitor the company's overall financial performance and market position for a comprehensive understanding of its prospects.