Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Purpose and Nature of the Disclosure

This is a regulatory disclosure submitted to BSE Ltd. and the National Stock Exchange of India Ltd. Its purpose is to report the results of a postal ballot conducted by the company, specifically for the appointment of a Whole-time Director, in compliance with Regulation 44(3) of the SEBI LODR Regulations, 2015.

Summary of Proposed Resolution and Implications

The single resolution proposed was an Ordinary Resolution for the "Appointment of Mr. Rajeev Kumar Sinha (DIN: 02625404) as a Whole-time Director." The promoters/promoter group were not interested in this resolution. The appointment of a Whole-time Director is a key management change that impacts the company's leadership structure.

Voting Process and Methods Used

The voting was conducted entirely through a remote e-voting process, facilitated by NSDL. Physical postal ballots were not dispatched, as per relevant MCA circulars. The remote e-voting facility was open from Tuesday, September 8, 2026 (10:00 AM) to Wednesday, October 7, 2026 (5:00 PM). The cut-off date for determining shareholder eligibility was Friday, August 28, 2026.

Key Voting Outcomes

Overall Results

  • Total Number of Shareholders on Record Date: 427,743
  • Total Number of Votes Cast (Polled): 525,595,702
  • Total Number of Outstanding Shares: 635,100,946
  • Percentage of Votes Polled: 82.76%
  • Votes in Favor of Resolution: 523,678,241
  • Votes Against the Resolution: 1,917,461
  • Percentage of Votes in Favor: 99.64%
  • Percentage of Votes Against: 0.36%
  • Invalid Votes: None reported

Category-wise Voting Breakdown

Promoters and Promoter Group
  • Total Outstanding Shares: 234,543,487
  • Total Votes Polled: 234,536,037
  • Percentage of Votes Polled: 100.00%
  • Votes in Favor: 234,536,037 (100.00%)
  • Votes Against: 0 (0.00%)
Public Institutions
  • Total Outstanding Shares: 276,255,985
  • Total Votes Polled: 249,872,191
  • Percentage of Votes Polled: 90.45%
  • Votes in Favor: 247,963,536 (99.24% of votes polled)
  • Votes Against: 1,908,655 (0.76% of votes polled)
Public Non-Institutions
  • Total Outstanding Shares: 124,301,474
  • Total Votes Polled: 41,187,474
  • Percentage of Votes Polled: 33.14%
  • Votes in Favor: 41,178,668 (99.98% of votes polled)
  • Votes Against: 8,806 (0.02% of votes polled)

Scrutinizer's Role, Findings, and Conclusions

Mr. P.P. Zibi Jose, a Practicing Company Secretary (FCS No. 3205, CP No. 1222), was appointed as the Scrutinizer for the postal ballot process. His role was to monitor the remote e-voting process via a secured link provided by NSDL and to report the results. He confirmed that the e-voting period was from September 8, 2026, to October 7, 2026, and that all electronic votes recorded during this period were considered in his scrutiny. He concluded that the resolution was passed as an Ordinary Resolution.

Confirmation of Compliance

The disclosure confirms that the process was conducted in compliance with:

  • Section 110 of the Companies Act, 2013
  • The Companies (Management and Administration) Rules, 2014
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Relevant MCA Circulars (General Circular No. 14/2020, 17/2020, and 03/2025)
  • Secretarial Standard on General Meetings (SS-2)

Names and Roles of Signatories

The disclosure is signed by Seema Thapar, Company Secretary & Compliance Officer of Apollo Tyres Ltd. The Scrutinizer's report is signed by P.P. Zibi Jose, Practicing Company Secretary.