(d) The rights, preferences and restrictions attached to equity shares of the Company
The Company has only one class of issued shares referred to as equity shares having a par value of H 1 each. The holder of equity shares are entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(e) Over the period of five years immediately preceding March 31, 2026 and March 31, 2025, neither any bonus shares were issued nor any shares were allotted for consideration other than cash. Further, no shares were bought back during the said period.
6 Description of nature and purpose of each reserve
i. Securities premium
Securities premium is used to record the premium on issue of shares. The same will be utilised in accordance with provisions of the Act.
ii. General reserve
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purpose. General reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income.
iii. Capital reserve on Apollo (Mauritius) Holdings Private Limited (''AMHPL'') merger
AMHPL erstwhile (subsidiary company) was merged with the Company resulting in a capital reserve.
iv. Debenture redemption reserve
The Company is required to create a Debenture Redemption Reserve (DRR) of 25% of the value of debentures issued out of the profits which are available for redemption of debentures, either by a public issue or on a private placement basis as per the Companies Act, 2013. The amounts credited to the debenture redemption reserve may not be utilised by the Company except to redeem debentures. No DRR is required to be created after August 16, 2019.
v. Capital subsidy
This balance represents subsidy received in earlier years under New Industrial Policy 2007 of the Government of Tamil Nadu for expansion and employment generation within SIPCOT Industrial park.
vi. Capital redemption reserve
This balance has been created in accordance with provision of the Act for the buy back of equity shares from the market.
vii. Capital reserve on forfeiture of shares
This reserve was created on forfeiture of shares by the Company. The reserve is not available for the distribution to the shareholders.
viii. Retained earnings
Retained earnings are created from the profits of the Company, as adjusted for distribution to owners, transfer to other reserve, remeasurement of defined benefit plan, etc.
ix. Treasury Share
Treasury shares represent the Company's own equity shares reacquired and held by the Company for the purpose of issuance of ESOPs.These shares do not carry any voting rights and are presented as a deduction from equity.
x. Share Options Outstanding Account
The share-based outstanding account is used to recognise the value of equity-settled share-based payments provided to employees, including key managerial personnel, as part of their remuneration.
xi. Remeasurement of defined benefit plans
Remeasurements of defined benefit plans are recognized in Other Comprehensive Income (OCI) and accumulated in equity as a separate reserve. This reserve is non-distributable, not reclassified to profit or loss, and reflects actuarial gains or losses and changes in assumptions.
xii. Cash Flow Hedge
It represents mark-to-market valuation of effective hedges as required by Ind AS 109 - Financial Instruments.
xiii. Revaluation surplus
Revaluation surplus represents increase in carrying amount arising on revaluation of land and building recognised in other comprehensive income and accumulated in reserves.
Note 1: Details of securities offered to existing lenders
All the long term loans are secured by pari-passu charge on the movable fixed assets of the Company
*Along with the above mentioned security an exclusive charge on the immovable property of the Company's registered office in Kochi has also been created for this NCD issuance for an aggregate amount of H 5,000 Million at 8.75% p.a.
**Includes unwinding of processing charges. These debentures are subject to compliance of certain debt covenants relating to Fixed Asset Coverage Ratio (FACR), Net Debt to EBITDA and Debt Service Coverage Ratio (DSCR). These covenants are tested half-yearly, at 30 September and 31 March. The Company has satisfied all the debt covenants prescribed as per the terms of respective debenture agreements.
Note 2 : The Company had raised funds through commercial papers during the year, and the same were fully repaid within the prescribed tenure.
Note 3 : The Company has not defaulted on any loans repayment.
8 Leases
i Nature of leasing activities
The Company has entered into lease arrangements for various warehouses, plant and equipments, and offices that are renewable on a periodic basis with approval of both lessor and lessee.
ii The Company does not have any lease commitments towards variable rent as per the contract.
iii Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another
party, the right-of-use asset can only be used by the Company. Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. The Company is prohibited from selling or pledging the underlying leased assets as security. For leases over office buildings and factory premises the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.
10 Employee benefit liability A. Defined contribution plans
a. Superannuation plan: The Company contributes a sum equivalent to 15% of the eligible employees' basic salary to a superannuation fund administered and maintained by the Life Insurance Corporation of India (LIC). The Company has no liability for future superannuation fund benefits other than its annual contribution and recognizes such contributions as an expense in the year incurred. The amount of contribution made by the Company to Superannuation Fund is J 72.55 Million (H 167.51 Million).
b. Provident fund: Contributions are made to the Company's employees' provident fund trust / regional provident fund in accordance with the fund rules. The interest rate payable to the beneficiaries every year is being notified by the Government.
In the case of contributions to the trust, the Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate and recognises such obligation as an expense.
The amount of contributions made by the Company to employees' provident fund trust / regional provident fund is J 469.98 Million (H 426.92 Million).
c. National Pension Scheme (NPS): Company make contributions towards National Pension Scheme (“NPS”) which is a defined contribution retirement benefit plans for employees who have opted for the contribution towards NPS. The amount of contribution made by the Company to NPS is J 25.73 Million (H 17.88 Million).
D. Employees Stock Option Scheme
On May 20, 2025, the Nomination and Remuneration Committee (NRC) approved the grant of 2,669,181 Employee Stock Options (“Options”), each convertible into one equity share of the Company having a face value of ?1, to eligible employees of the Company and its subsidiary(ies), both in India and overseas, under the Apollo Tyres Limited Employees Stock Option Scheme, 2025 (“the Scheme”). The Company administers its share-based employee compensation through an Employee Benefit Trust (“EBT”). The EBT acquires equity shares from the open market to facilitate settlement of options upon exercise. The EBT is regarded as an extension of the Company, and accordingly, shares held by the EBT are treated as treasury shares. The financial statements of the EBT are consolidated with those of the Company in accordance with applicable Indian Accounting Standards (Ind AS). Expenses related to stock options granted to employees of the Company's subsidiaries have been specifically charged to the respective subsidiary companies where the employees have rendered their services.
Apollo Tyres Limited Employees Stock Option Scheme - 2025:
Vesting shall commence from the grant date, with a minimum vesting period of one year and a maximum of four years, as determined by the Committee and specified in the grant letter. The options will vest in equal annual instalments of 25% over four years. Following vesting, options may be exercised either wholly or partly within a maximum period of three years from the respective vesting date, failing which any unexercised options will lapse. The scheme is subject to eligibility criteria, continued employment, and other parameters set by the Committee, with an overall cap of 12.7 million options, each convertible into one equity share.
The share options outstanding at the end of the year has a weighted average exercise price of H 450.00 per option and a weighted average remaining contractual life of 3.22 years.
Stock options granted to employees are accounted for in accordance with Ind AS 102 - Share-based Payment. The share-based payment expense recognised in the statement of profit and loss amounted to ^ 162.72 million for the year ended 31 March 2026 and is included under employee benefits expense. This amount excludes ^77.48 million, which has been charged to subsidiaries in respect of options issued to or held by their employees.
11 Income taxes (Contd..)
iii. The Company has concluded that the deferred tax assets including assets on carry forward of losses and MAT entitlement will be fully recoverable using the estimated future taxable income based on the approved business plans and budgets for the Company.
iv. Pursuant to the enactment of the Finance Act, 2026, the Company has decided to adopt the concessional tax regime under Section 200 of the Income tax Act, 2025 (IT Act, 2025) effective from Tax Year 2026-27. Consequently, the Company's applicable tax rate shall be reduced to 25.17% from the earlier rate of 34.94% and exemption in MAT.
Consequent to the proposed adoption of the concessional tax regime, the Company has remeasured its deferred tax liabilities using the reduced applicable tax rate. The resulting net impact of H 5,736.71 Million has been recognised in the Statement of Profit and Loss during the year.
12 Government grants
(a) Investment promotion subsidy
The Government of Tamil Nadu (GoTN) has sanctioned a structured package of assistance to the Company for setting up/expansion of their project in the state of Tamil Nadu, pursuant to which a Memorandum of Understanding (MoU) executed between GoTN and the Company.
The Company is entitled, interalia, for refund of an amount equal to Net Output (VAT CST)/SGST paid by the Company to GoTN in the form of Investment Promotion Subsidy (referred to as Phase I). As the Company has fulfilled the relevant obligations, the Company has recognized subsidy income of H 825.74 Million (H 935.39 Million) as other operating income, being the eligible amount of refund of Net Output (VAT CST) /SGST paid by the Company to GoTN.
In addition to above, the Company is entitled, for refund of an amount equal to 1% of the capital investment for a period of 12 years to be payable in equal annual instalments in the form of Investment Promotion Capital Subsidy (referred to as Phase II). Accordingly, the Company has recognised grant receivable at its fair value, amounting to H 1,248.18 Million (H 1,405.72 Million) under non-current financial assets and H 270 Million (H 270 Million) under current financial assets. Deferred grant income amounting H 1,085.19 Million (H 1,220.84 Million) is recognised under other non-current liabilities and H 135.65 Million (H 135.65 Million) under other current liabilities. Deferred income will be recognised in the statement of profit or loss on a systematic basis over the useful life of the asset (15 years). During the year, the Company has recorded grant income amounting to H 135.65 Million (H 135.65 Million) under Other operating income and accretion of grant recoverable as finance income amounting to H 112.46 Million (H 124.13 Million) under Other income.
In addition to above, the Company is entitled, for refund of an amount equal to 1% of the capital investment for a period of 15 years to be payable in equal annual instalments in the form of Investment Promotion Capital Subsidy (referred to as Phase III) . Accordingly, the Company has recognised grant receivable at its fair value, amounting to H 351.93 Million (H 370.91 Million) under non-current financial assets and H 50.50 Million (H 50.50 Million) under current financial assets. Deferred grant income amounting H 288.94 Million (H 317.83 Million) is recognised under other non-current liabilities and H 28.89 Million (H 28.89 Million) under other current liabilities. Deferred income will be recognised in the statement of profit or loss on a systematic basis over the useful life of the asset (15 years). During the year, the Company has recorded grant income amounting to H 28.89 Million (H 28.89 Million) under Other operating income and accretion of grant recoverable as finance income amounting to H 31.53 Million (H 33.01 Million) under Other income.
Also, the Government of Andhra Pradesh (GoAP) has sanctioned a structured package of assistance to the Company for setting up of their project in the state of Andhra Pradesh, pursuant to which a Memorandum of Understanding (MoU) executed between GoAP and the Company. The Company is entitled, interalia, for refund of an amount equal to Net SGST paid by the Company to GoAP in the form of Investment Promotion Subsidy. As the Company has fulfilled the relevant obligations which is established upon receipt of sanction letter approving the incentive amount, the Company has recognized subsidy income as other operating income, being the eligible amount of refund of Net SGST paid by the Company to GoAP. Also, the company has netted off power expenses, being receivable from government under the aforesaid MoU. Since there is a delay in receipt of these amounts, the Company has applied expected credit loss (ECL) model for the investment promotion subsidy receivable. The net amount of Investment Promotion Subsidy receivable as on March 31, 2026 is amounting to H 845.76 Million (H 898.96 Million).
(b) Export Promotion Capital Goods
The Company had imported Property, plant and equipment under the Export Promotion Capital Goods (EPCG) scheme wherein the Company is allowed to import capital goods including spares without payment of customs duty, subject to certain export obligations which should be fulfilled within specified time period. During the year, the custom duty benefit received amounts to H 85.32 Million (H 96.51 Million) with a corresponding increase in the value of property, plant and equipment and Capital Work in Progress. The grant amounting to H 696.68 Million (H 912.19 Million) where export obligations have been met, have been recognized in Statement of Profit and Loss as other operating income. At the year end, the portion of grant for which the export obligation has not been met is retained in deferred revenue under other current liabilities.
13 Financial instrument A. Capital management
The capital structure of the Company consists of debt and equity attributable to equity shareholders of the Company which comprises issued share capital (including premium) and accumulated reserves disclosed in the statement of changes in equity.
The Company's capital management objective is to achieve an optimal weighted average cost of capital while continuing to safeguard the Company's ability to meet its liquidity requirements (including its commitments in respect of capital expenditure) and repay loans as they fall due.
B. Financial risk management
a) Market risk
The Company's activities expose it primarily to the financial risk of changes in foreign currency exchange rates and changes in interest rates. The Company enters into a variety of derivate financial instrument to manage its exposure to foreign currency and interest rates. There have been no changes to the Company's exposure to market risk or the manner in which it manages and measures the risk in recent past."
i) Currency risk
The Company's exposure arises mainly on import of raw material and capital items and export of finished goods. The Company follows a policy of matching of import and export exposures (natural hedge) to reduce the net exposure in any foreign currency. Whenever the natural hedge is not available or is not fully covering the foreign currency exposure of the Company, management uses certain derivative instruments to manage its exposure to the foreign currency risk. Foreign currency transactions are managed within approved policy parameters.
ii) Interest rate risk
The Company is exposed to interest rate risk as the Company borrows funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. The use of interest rate swaps are also entered into, especially to hedge the floating rate borrowings or to convert the foreign currency floating interest rates to the domestic currency floating interest rates.
Interest on variable rate borrowings are converted at fixed rate since the Company has hedged interest rate risk fully and effectively with the hedging instruments.
b) Credit risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company had adopted a policy of only dealing with creditworthy customers.
In many cases an appropriate advance or letter of credit / bank guarantee is taken from the customers to cover the risk. In other cases credit limit is granted to customer after assessing the credit worthiness based on the information supplied by credit rating agencies, publicly available financial information or its own past trading records and trends.
At the year end, the Company did not consider there to be any significant concentration of credit risk which had not been adequately provided for. The carrying amount of the financial assets recorded in the financial statements, grossed up for any allowances for losses, represents the maximum exposure to credit risk.
c) Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities for the Company. The Company had established an appropriate liquidity risk management framework for it's short term, medium term and long term funding requirement.
d) Commodity risk
The Company has risk of price volatility and supply against its major raw materials and management is mitigating this risk by taking strategic decision on regular basis.
Interest rate swap
The Company had an interest rate swap agreement that allows it to convert the floating EURIBOR EUR asset to fixed INR asset. Under this transaction the Company will be receiving INR principal and coupon on the respective exchange dates. The ineffectiveness recognised is insignificant.
Foreign exchange forward contracts
While the Company entered into other foreign exchange forward contracts with the intention of reducing the foreign exchange risk of expected sales and purchased, these other contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
iii. Fair value of financial assets / liabilities (other than investment in subsidiaries) that are not measured at fair value
The management considers that the carrying amount of financial assets and financial liabilities recognised at amortised cost in the balance sheet approximates their fair value.
* Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
* Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
* Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The company carries out research and development activities to bring cutting edge technology and innovation in relation to tyre manufacturing.
18 a) Effective 21 November 2025, the Government of India has consolidated multiple existing labour legislations into a unified framework comprising four Labour Codes (collectively referred to as the 'New Labour Codes'). The Ministry of Labour & Employment also published Central Rules and FAQs to enable assessment of the financial impact due to changes in these regulations. The Company has ascertained its estimated obligation under the New Labour Codes based on actuarial valuation and best estimate in accordance with Ind AS 19 - 'Employee Benefits'. Accordingly, during the year ended March 31, 2026, the Company had recognised an incremental estimated obligation aggregating to J 259.31 Million as an exceptional item on account of employees' past service cost. The Company continues to monitor Rules and clarifications from the Government of India on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.
b) The Company had carried out an employee re-organisation exercise for its employees. The full and final amount paid to the employees who opted for this scheme aggregated to ?74.56 Million (H 245.21 Million) has been disclosed as an exceptional item.
c) During the year ended March 31, 2025, the following items have been disclosed as exceptional items:
i) Write-off of its investment and corresponding costs for closure of operations amounting to H 367.73 Million related to “Trusted Mobility Services Limited” and
ii) Receipt of H 103.32 Million and 400,000 units of Roadstar Infra Investment Trust (recorded at H 0.40 Million) from IL&FS Financial Services Ltd (“IL&FS”) as an interim distribution with respect to the unsecured short-term inter corporate deposits of H 2,000 Million with IL&FS which had already been written off in earlier years.
21 Segment reporting
The Company has opted to provide segment information in its consolidated Ind AS financial statements in accordance with para 4 of Ind AS 108 - Operating Segments.
22 Contingent liabilities
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal environment on an on-going basis, with the assistance of external legal counsel, wherever necessary. The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.
The following is a description of claims and assertions where a potential loss is possible, but not probable. The Company believes that none of the contingencies described below would have a material adverse effect on the Company's financial condition, results of operations or cash flows.
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H Million
|
|
a Particulars
|
Year ended March 31, 2026
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Year ended March 31, 2025
|
|
Other Litigations
|
|
|
|
Sales tax
|
102.86
|
29.54
|
|
Income tax
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1,831.64
|
1,887.72
|
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Excise duty, Custom duty, Service tax and Goods & service tax *
|
2,208.34
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9,573.20
|
|
Claims against the Company not acknowledged as debts
|
|
|
|
Employee related
|
104.43
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81.69
|
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Others
|
158.19
|
68.03
|
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* Show-cause notices received from various Government Authorities pending formal demand notices have not been considered as contingent liabilities.
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(a) The Company does not expect any outflows in respect of the above contingent liabilities.
(b) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.
b The Competition Commission of India ('CCI') on February 2, 2022 has released its order dated August 31, 2018 on the Company, other Tyre Manufacturers and Automotive Tyre Manufacturer Association alleging contravention of the provisions of the Competition Act, 2002 in the year 2011-12 and imposed a penalty of H 4,255.30 Million on the Company. The Company had filed an appeal against the CCI Order before the Honourable National Company Law Appellate Tribunal (NCLAT). NCLAT in its order dated December 1, 2022, has remanded the matter back to the CCI to hear the parties again and review its findings. CCI has filed an Appeal before the Supreme Court against the Order passed by the NCLAT. Company is also a Respondent in the said Appeal. Pending disposal of the matter and based on legal advice, the Company believes that it has a strong case and accordingly no provision is considered in these standalone financial statements.
26 i) Interim Dividend
During the current year, the Company has paid an interim dividend of H 3.50 per share amounting to H 2,222.85 Million on equity shares of H 1/- each for the year.
ii) Events after the balance sheet date
The Board of Directors have recommended a final dividend of H 2.50 per share amounting to H 1,587.75 Million on equity shares of H 1/- each for the year, subject to approval from Shareholders.
31 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except the feature of a concurrent real time audit trail does not exist for the direct changes using privileged user accounts in the database. Further, no instance of audit trail feature being tampered with was noted in respect of accounting software wherein the audit trail was enabled. Additionally, the audit trail of prior years has been preserved as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
32 The Company had invested H 96.00 Million by purchasing 1,200,000 equity shares of CSE Deccan Solar Private Limited, totalling equity stake 27.27% as on March 31, 2026, to get a guaranteed supply of 40 Million units of electricity per annum for its Chennai Plant. This amount is refundable after the tenure. Consequent to this investment, CSE Deccan Solar Private Limited has been considered as an Associate Company as per the requirement of Companies Act, 2013.
However, as per the provisions of IND AS 28 - Investment in Associates and Joint Ventures, the said investment made by the Company is in the form of a deposit which will be returned to the Company at the end of the tenure with no residual interest. Therefore, this investment has been accounted for as per the provisions of IND AS 109 Financial Instruments.
33 Other Statutory Information
(i) There are no proceedings that has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules thereunder.
(ii) There are no transactions with companies that are struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or any of the lender.
(ix) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
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