Interim report
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Registered Office: Apollo Tyres Ltd. 3rd Floor, Areekal Mansion, Panampilly Nagar, Kochi 682036, India CIN: L25111KL1972PLC002449, Tel No. + 91 484 4012046, Fax No. +91 484 4012048, Email:investors@apollotyres.com ATL/ SEC-21 February 4, 2026 The Secretary, National Stock Exchange of India Ltd., Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 The Secretary, BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001. Dear Sirs, Sub: Outcome of Board Meeting held on February 4, 2026 Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform you that the Board of Directors at its meeting held today, inter alia, considered and approved the following: (a) Un-audited Financial Results (Standalone and Consolidated) of the Company for the quarter/ nine months period ended December 31, 2025. (b) Declaration of Interim Dividend of Rs. 3.50 per Equity Share (on the face value of Re. 1/- per Equity Share) for FY26. The Record Date for determining the entitlement of the shareholders for the payment of Interim Dividend shall be February 10, 2026. The Interim Dividend shall be paid to the equity shareholders of the Company within 30 days from the date of declaration. (c) Capacity expansion at Company’s plant in Andhra Pradesh for Passenger Car Radial (PCR) & Truck Bus Radial (TBR). Details as required in terms of Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are annexed to this letter (Annexure A). Pursuant to Regulation 33 of the Listing Regulations, please find enclosed herewith the Un -audited financial results (consolidated & standalone) for the quarter/ nine months period ended December 31, 2025 and limited review reports for the said period issued by the Statutory Auditors of the Company. A Certificate of Security Cover pursuant to Regulation 54 of the Listing Regulations is also enclosed. .A APOLLO f-l" TYRESLTD \IU:DESI E1N TYlla ■ APOLLO TYRES LTD 7 lnstltutlonal Area Sector 32 Guru11ram 122001, India T:•91124 2383002 F: +91124 2383021 apollotvres.com GST No.: 06AAACA6990Q1Z2
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Registered Office: Apollo Tyres Ltd. 3rd Floor, Areekal Mansion, Panampilly Nagar, Kochi 682036, India CIN: L25111KL1972PLC002449, Tel No. + 91 484 4012046, Fax No. +91 484 4012048, Email:investors@apollotyres.com In terms of Regulation 47 of the Listing Regulations, the extract of the Un -audited Consolidated Financial Results for the quarter/ nine months period ended December 31, 202 5 along with the QR code shall be published in the Newspapers. The full format of the financial results shall be available on the website of the Stock exchanges where equity shares of the Company are listed i.e. www.nseindia.com and www.bseindia.com and on Company’s website www.apollotyres.com. The meeting of the Board of Directors commenced at 4:00 PM and concluded at 5:35 PM. Kindly take the same on your record. Thanking you, Yours faithfully, For Apollo Tyres Ltd. (Seema Thapar) Company Secretary & Compliance Officer .A APOLLO f-l" TYRESLTD \IU:DESI E1N TYlla ■ APOLLO TYRES LTD 7 lnstltutlonal Area Sector 32 Guru11ram 122001, India T:•91124 2383002 F: +91124 2383021 apollotvres.com GST No.: 06AAACA6990Q1Z2
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Registered Office: Apollo Tyres Ltd. 3rd Floor, Areekal Mansion, Panampilly Nagar, Kochi 682036, India CIN: L25111KL1972PLC002449, Tel No. + 91 484 4012046, Fax No. +91 484 4012048, Email:investors@apollotyres.com Annexure A Information pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, read with SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 Capacity expansion at Company’s plant in Andhra Pradesh- PCR & TBR Sl.No. Particulars Details 1 Existing Capacity PCR ~ 7.1 Mn Tyres per annum (including capacity additions under implementation) TBR ~ 1.6 Mn Tyres per annum (including capacity additions under implementation) 2 Existing Capacity Utilization PCR ~82% of Installed Capacity TBR ~89% of Installed Capacity 3 Proposed Capacity Addition PCR: ~3.7 Mn Tyres per annum TBR: ~1.3 Mn Tyres per annum 4 Period within which the proposed capacity is to be added Expected by the end of FY2029 5 Investment Required ~ Rs 5,810 crore 6 Mode of Financing This investment will be funded by way of mix of internal accruals and Debt. 7 Rationale The Company anticipates healthy short - to medium -term growth in both, PCR & TBR category. Accordingly, the investment is planned to incrementally expand capacity in line with expected demand. .A APOLLO f-l" TYRESLTD \IU:DESI E1N TYlla ■ APOLLO TYRES LTD 7 lnstltutlonal Area Sector 32 Guru11ram 122001, India T:•91124 2383002 F: +91124 2383021 apollotvres.com GST No.: 06AAACA6990Q1Z2
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A APOLLO ~ ~TYRES LTD UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2025 QUARTER ENDED 7 Institutional Area Sector 32 Gurugram 122001, India T: +91124 2383002 F: +91124 2383021 apollotyres.com GST No.: 06AAACA6990Q1Z2 f Million NINE MONTHS ENDED YEAR ENDED PARTICULARS 31.12.2025 30.09.2025 31.12.2024 31.12.2025 31.12.2024 31.03.2025 (UNAUDITED) (AUDITED) 1 Revenue from operations 77,430.77 68,310.90 69,279.54 211,349.26 196,998.30 261,234.17 2 Other income 495.51 297.39 80.58 981.84 605.64 881 .00 3 Total income (1 + 2) 77,926.28 68,608.29 69,360.12 212,331.10 197,603.94 262,115.17 4 Expenses (a) Cost of materials consumed 32,904.21 31,683.61 32,227.68 97,416.67 96,372.19 128,645.52 (b) Purchase of stock-in-trade 6,784.70 5,450.72 7,234 32 18,737.42 19,036.76 24,689,91 (c) Changes in inventories of finished goods, stock-in-trade and work-in-progress 2,911.82 221,25 1,058.52 486.51 (4,807.38) (6,389.98) (d) Employee benefits expense 9,085.95 8,785.70 7,971 02 26,567.16 23,636.38 31,297.44 (e) Finance costs 1,000.94 1,010.46 1,105.22 3,017.26 3,372.19 4,466.17 (f) Depreciation and amortisation expense 3,853.40 3,834.02 3,759.41 11,462.95 11,213.07 14,983.72 (g) Other expenses 13,884.70 11,962.18 11 ,317.86 37,397.21 35,418.82 47,275.97 Total expenses 70,425.72 62,947.94 64,674.03 195,085.18 184,242.03 244,968.75 5 Profit before share of profit in associate/ joint venture, exceptional items and tax (3 - 4) 7,500.56 5,660.35 4,686.09 17,245.92 13,361.91 17,146.42 6 Share of profit in associate I joint venture 1.94 0.86 2,09 3.39 3.79 6.73 1 Profit before exceptional items and tax (5 + 6) 7,502.50 5,661.21 4,688.18 17,249.31 13,365.70 17,153.15 8 Exceptional items (refer note 4) 271.41 1,800.37 42.37 5,773.80 498.25 1,686.73 9 Profit before tax (7 - 8) 7,231.09 3,860.84 4,645.81 11,475.51 12,867.45 15,466.42 10 Tax expense (a) Current tax 1,450.23 749,68 756.84 2,720.66 1,848.31 2,717 36 (b) Deferred tax 1,075.68 530.69 516.52 1,340.42 1,652.12 1,535 86 Total tax expense 2,525.91 1,280.37 1,273.36 4,061.08 3,500.43 4,253.22 11 Profit for the period / year (9 - 1 O) 4,705.18 2,580.47 3,372.45 7,414.43 9,367.02 11,213.20 12 Other comprehensive income I (loss) I i. Items that will not be reclassified to profit or loss a. Re-measurement gain I (loss) of defined benefit plans 45.00 (33.95) (80.39) (47.89) (308.61) (254.54) ii, Income tax effect (15.71) 11.87 28.26 16.77 107.75 86,34 29.29 (22.08) (52.13) (31 .12) (200.86) (168.20) II i Items that will be reclassified to profit or loss a. Exchange differences in translating the financial statements of foreign operations 1,476.76 3,113.27 (3,823.39) 10,286.14 (1,770.70) 1,404.45 b. Effective portion of gain/ (loss) on designated portion of hedging instruments in cash flow hedge (32.36) 5.75 18.17 - (3.94) 7,98 ii, Income tax effect 11 .31 (2.01 ) (6.35) - 1.38 (2,79) 1,455.71 3,117.01 (3,811.57) 10,286.14 (1,773.26) 1,409.64 Other comprehensive income/ (loss) (I + II) 1,485.00 3,094.93 (3,863.70) 10,255.02 (1,974.12) 1,241.44 13 Total comprehensive income/ (loss) for the period/ year (11 + 12) 6,190.18 5,675.40 (491.25) 17,669.45 7,392.90 12,454.64 14 Paid-up equity share capital (equity shares off 1 each) 635.10 635.10 635.10 635.10 635 10 635.10 15 Paid up debt capital 22,862.39 34,534.37 35,654.24 22,862.39 35,654.24 33,770.88 16 Reserves excluding revaluation reserves 146,990.67 17 Earnings per equity share (face value off 1 each) (not annualised) (a) Basicm 7.43 4.07 5.31 11 .69 14.75 17.66 (b) Diluted (t) 7.43 4.07 5.31 11.69 14.75 17.66 (See accompanying notes to the unaudited consolidated financial results) ~EDESTE IN TYRES Registered Office: Apollo Tyres Ltd, 3rd Floor, Areekal Mansion, Panampilly Nager, Kochi 682036, India CIN: L25lllKLl972PLC002449, Tel No. +914844012046, Fax No. +91 484 4012048, Email: info .apollo@apollotwes .com
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Segment wise Revenue, Results, Assets and Liabilities Based on the "management approach" as defined in Ind-AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates the Group's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments which have been defined based on the geographical presence of various entities: APMEA (Asia Pacific, Middle East and Africa) Europe Others APMEA segment includes manufacturing and sales operation through India and include entities in UAE, Thailand and South Africa. Europe segment includes manufacturing and sales operation through the entities in Europe. Others segment includes sales operations in Americas and all other corporate entities. The accounting principles used in the preparation of the consolidated financial results are consistently applied in individual entities to prepare segment reporting. PARTICULARS 1. Segment reve:nue APMEA Europe Others Total segment revenue Lass: Inter segment revenue Segment revenue 2. Segment results APMEA Europe Others Total segment results Less: Finance costs Profit before share of profit in associate/ joint venture , exceptional items and tax Sl"]are -of profil in associate / jolnt venture Less: Exceptic:mal items Profit before ta.x 3. Segment assets APMEA Europe Others Unallocable/ elimlnatfons· Total segment assets 4. Segment liabil ities APMEA Europa Others l:Jnallocable / eliminations Total segment liabilities f Million CONSOLIDATED RESULTS GI.IJARTER l:NDED NINE M©NJllS "EN.QED YEAR ENDED 31.12.2025 30.09.2025 I' 31.12.2024 31.12.2025 31.12.2024 31.03.2025 (IJNAUDITEO} !AUDITED) 52,083.44 48,227.80 46,117.28 148,598.23 138,917.38 185,406.97 26,368.94 21,905.61 23,721 ,05 66,755.76 60,155 .63 79,068.24 3,648.64 11,780.13 11,987.37 26,818.81 38,794.49 50,640.41 82,101.02 81,913.54 81,825.70 242,172.80 237,867.50 315,115.62 4,670.25 13,602.64 12,546.16 30,823.54 40,869.20 53,881.45 77,430.77 68,310.90 69,279.54 211,349.26 196,998.30 261,234.17 5,661.85 5,271.56 2,973.89 15,168.63 10,966.94 14,337.17 2,660.88 966.30 2,313.82 4,108.28 4,185 .85 5,238.96 178.77 432.95 503.60 986.27 1,581.31 2,036.46 8,501.50 6,670.81 5,791.31 20,263.18 16,734.10 21,612.59 1,000.94 1.010.46 1,105.22 3,017.26 3.372.19 4,466 .17 7,500.56 5,660.35 4,686.09 17,245.92 13,361.91 17,146.42 1.94 0.86 2.09 3.39 3.79 6,73 271.41 1,800.37 42.37 5,773.80 498.25 1,686.73 7,231.09 3,860.84 4,645.81 11,475.51 12,867.45 15,466.42 177,232.49 184,071,38 182,277.11 177,232.49 182,277.11 181,701.93 102,587.98 106,062-44 81,968 .84 102,587.98 81,968 .84 87,786 .58 10,874.22 16,689.85 16,652.45 10,874.22 16,652.45 18,161.81 290,694.69 306,823.67 280,898.40 290,694.69 280,898.40 287,650.32 (9,003.57 ) (16,736.69) (14,846.77) (9,003.57 ) (14,846.77) (14,590.12) 281,691.12 290,086.98 266,051.63 281,691.12 266,051.63 273,060.20 87,074.52 98,630 .73 99,547 .07 87,074.52 99,547 .07 97,747 .22 36,765.91 44,426 .13 30,842 .78 36,765.91 30,842 .78 32,174.67 4,853.99 7,949.09 7,606.62 4,853.99 7,606.62 9,722.95 128,694.42 151,005.95 137,996.47 128,694.42 137,996.47 139,644.84 (8,509.26) (16,246.62) (14,540.09) (8,509.26) (14,540.09) (14,241.63) 120,185.16 134,759.33 123,456.38 120,185.16 123,456.38 125,403.21
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Additional disclosu res as per Clause 52(4) of Securities and Exchange Board of India (Listing Obligations and Disclosu re Requirements) Regulations , 2015: - <ilUARTER ENDED NINE MONTHS ENDED YEAR ENDED S.NO. PARTICULARS 31.12.2025 30.09.2025 31.12.2024 31.12.2025 31.12.2024 31.03.2025 (UNAUE>~ D) !AUDITED) (a) Outstanding redeemable preference shares (f Million) . . . . (b) Debenture redemption reserve (f Million) 272.18 272.18 272.18 272.18 272.18 272 .18 (c) Capital redemption reserve (f Million) 44.40 44.40 44.40 44.40 44.40 44.40 (d) Securities premium (f Million) 31,317 .67 31,317 .67 31,317 .67 31,317 .67 31 ,317.67 31,317 .67 (e) Net worth (f Million) (share capital + other equity) 161,505.96 155 ,327,65 142 ,595.25 161,505.96 142,595 .25 147,656 99 (f) Net profit after tax(~ Million) 4,705.18 2,580.47 3,372.45 7,414 .43 9,367 .02 11 .213 .20 (g) Basic earnings per share (Not annualised) 7.43 4.07 5,31 11.69 14.75 17.66 (h) Diluted earnings per share (Not annualised) 7.43 4.07 5,31 11 .69 14,75 17.66 (i) Debt equity ratio (in times) 0.14 0.22 0.25 0.14 0,25 0.23 [Debt comprises non-current borrowings and current borrowings / equity] U) Long term debt to working capital (in times) 0.65 0.78 0.93 0.65 0.93 0.80 [Non-current borrowings including current maturities/ Net working capital excluding current maturities] (k) Total debts to total assets ratio (in %) 8.12% 11.90% 13.40% 8.12% 13.40% 12.37% [(Non-current borrowings + current borrowings) I Total assets] (I) Debt service coverage ratio (in times) # 3.24 3.13 1,60 3.24 1.60 1 96 [(Profit after tax + interest expense excluding interest on lease liabilities + depreciation & amortisation expense excluding depreciation on right of use assets + exceptional items + loss/(gain) on sale of fixed assets + share of loss/(profit) in associate/joint venture) I (Gross interest excluding interest on lease liabilities + repayment of non-current borrowings)] (m) Interest service coverage ratio (in times) 10.25 9.60 7.52 9.58 7,32 7.37 [(Profit after tax + interest expense excluding interest on lease liabilities + depreciation & amortisation expense excluding depreciation on right of use assets + exceptional items + loss/(gain) on sale of fixed assets + share of loss/(profit) in associate/joint venture)/ Gross interest excluding interest on lease liabilities] (n) Current ratio (in times) 1.37 1.26 1.28 1.37 1.28 1.33 (Current assets I Current liabilities) (o) Bad debts to account receivable ratio (in %) # 0.06% 0.05% 0.51% 0.06% 0.51 % 0.07% (Bad debts/ Average trade receivables) (p) Current liability ratio (in %) 58.22% 61 .95% 59.00% 58.22% 59.00% 58.69% (Current liabilities/ Total liabilities) (q) Debtors turnover (in times)# 10.25 8.67 10.27 10.25 10.27 9.12 (Revenue from operations/ Average trade receivables] (r) Inventory turnover (in times)# 5.62 5.07 5.71 5.62 5.71 5.57 [Revenue from operations/ Average inventory) (s) Operating margin (in %) 15.32% 14.94% 13.67% 14.55% 13.88% 13.67% [EBITDA • / Revenue from operations) • EBITDA = Profit before tax + depreciation & amortisation expense + interest expense + exceptional item + share of loss/(profit) in associate/joint venture - other income (t) Net profit margin (in %) 6.08% 3.78% 4.87% 3.51% 4.75% 4.29% [Profit after tax I Revenue from operations) # Based on TTM (Trailing Twelve Months)
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NOTES: The Board of Directors of Apollo Tyres Limited ("the Company") have declared an interim dividend oft 3.50 per share on equity shares oft 1/- each. 2 The listed non-convertible debentures (NCDs) issued by the Company, aggregating tot 8,650 Million as on December 31, 2025, are secured by a pari passu first charge by way of hypothecation on movable fixed assets of the Company, both present and future (except stocks and book debts), Out of the above, NC D's amounting tot 5,000 Million carrying interest rate of 8. 75% p.a (which are for 10 year bullet payment) also have exclusive charge on the immovable property of the Company's Registered office at Kochi. The asset cover thereof exceeds 125% of the principal amount of the said NCDs. 3 These unaudited consolidated financial results have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standard) Rules, 2015 (as amended) and in terms of regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Circular No. CIR/CFD/CDM1/44/2019 dated March 29, 2019 and other accounting principles generally accepted in India. 4 a) The Company and one of the subsidiary companies have 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 tot 12.10 Million for the quarter ended December 31, 2025, t 35.71 Million for the quarter ended September 30, 2025, t 42.37 Million for the quarter ended December 31, 2024, t 65.09 Million for the nine months ended December 31, 2025, t 252.03 Million for the nine months ended December 31, 2024 and t 262.91 Million for year ended March 31, 2025, have been disclosed as an exceptional item. b) The Board of Directors of the wholly owned subsidiary company, "Trusted Mobility Services Limited" had passed a resolution for closure of the operations on July 24, 2024. Consequent to the effect of above said resolution, the Company has written off its value of net assets of the subsidiary and recognised corresponding costs for closure of operations amounting to t 246.22 Million (after adjusting the losses recognized in the consolidated financial statements amounting tot 121.51. Million) and disclosed the same as an exceptional item during the nine months ended December 31, 2024 and year ended March 31, 2025. c) During the year ended March 31, 2025, the Company has received t 103.32 Million and 400,000 units of Roadstar Infra Investment Trust (recorded at t 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 oft 2,000.00 Million with IL&FS which has already been written off in earlier years. The same has been disclosed as an exceptional item in the results. d) On 25 April 2025, the Company's Netherlands based subsidiary, Apollo Tyres (NL) B.V. ("ATNL") having a manufacturing plant in Enschede, submitted a Request for Advice (RfA) to the ATNL Works Council, a representative body in the Netherlands constituted under the Dutch Works Councils Act. This RfA is in connection with the intended decision to discontinue tyre production and production related operations at the Enschede plant based out of Netherlands by summer of 2026. This process of consultation and advice is as per the local legal requirement in Netherlands. An estimated provision relating to impairment of certain assets aggregating to t 1,281.32 Million was considered adequate as at quarter ended March 31, 2025. In accordance with Ind AS 19 read with Ind AS 37 and basis settlement reached with the Works Council in September 2025 on updated RfA, ATNL had recorded an estimated cost of restructuring amounting to t 5,449.40 Million as at September 30, 2025 and disclosed the same as an exceptional item. The payout for the closure is expected to happen in Financial Year 2026-27 as per the local legal requirements in Netherlands. e) 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 draft Central Rules and FAQs to enable assessment of the financial impact due to changes in these regulations. The Group 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, the Group has recognised an incremental estimated obligation aggregating to t 259.31 Million as an exceptional item on account of employees' past services. This recognition is consistent with guidance provided by the Institute of Chartered Accountants of India. The Group continues to monitor the finalisation of Central / State 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. 5 The above results were reviewed by the Audit Committee on February 3, 2026 and approved by the Board of Directors at its meeting held on February 4, 2026. The stand-alone and consolidated results of the Company have undergone limited review by the Statutory Auditors. The results of the certain overseas subsidiaries of the Company have been subjected to limited review by their respective Statutory Auditors. Place: Gurugram Date: February 4, 2026 For and on behalf of the Board of Directors of Apollo Tyres Ltd
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.A APOLLO ~~TYRES LTD UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2025 QUARTER ENDED 7 Institutional Area Sector 32 Gurugram 122001, India T: +91124 2383002 F: +91124 2383021 apollotyres.com GST No.: 06AAACA6990Q1Z2 f Million NINE MONTHS ENDED YEAR ENDED PARTICULARS 31.12.2025 30.09.2025 31.12.2024 31.12.2025 31.12.2024 31.03.2025 - (UNAUDITED) (AUDITED) 1 Revenue from operations 51,389.93 47,149.12 45,397,74 1,45, 792.59 1,35,931.01 1,81,736.12 2 Other income 2,322.91 300.83 215.23 2,774.42 772.05 1,155.34 3 Total income (1 +2) 53,712.84 47,449.95 45,612.97 1,48,567 .01 1,36,703.06 1,82,891.46 4 Expenses (a) Cost of materials consumed 28,484.46 26,485.80 28,265,69 82,887.10 84,307.21 1, 11 ,630.20 (b) Purchase of stock-in-trade 2,416.84 2,472.73 2,551.95 7,433.27 7,370.63 10,034.08 (c) Changes in inventories of finished goods, stock-in-trade and work-in-progress 991.81 253.46 (563.16) 710.14 (4,635.55) (4,597.24) (d) Employee benefits expense 3,382.80 3,236.65 2,856.01 9,860.38 8,630.99 11,360.10 (e) Finance costs 850.42 832,78 960,88 2,541.41 2,707.50 3,657.68 (f) Depreciation and amortisation expense 2,375.33 2,338.48 2,331.98 7,059.79 6,950,30 9,291.74 (g) Other expenses 8,648.49 7,494.56 7,251.95 23,782.86 23,502.13 31,401.86 Total expenses 47,150.15 43,114.46 43,655.30 1,34,274.95 1,28,833.21 1, 72,778.42 5 Profit before exceptional items and tax (3 - 4) 6,562.69 4,335.49 1,957.67 14,292.06 7,869.85 10,113.04 6 Exceptional items (refer note 5) 271.41 35.71 24.42 324.40 590.88 509.22 7 Profit before tax (5 - 6) 6,291.28 4,299.78 1,933.25 13,967.66 7,278.97 9,603.82 8 Tax expense a. Current tax 1,106.99 745.47 321.37 2,432.19 1,218.43 1,637.14 b. Deferred tax 693.76 782.45 376.73 2,051.51 1,257.89 1.672.40 Total tax expense 1,800.75 1,527.92 698.10 4,483.70 2,476.32 3,309.54 9 Profit for the period / year (7 - 8) 4,490.53 2,771.86 1,235.15 9,483.96 4,802.65 6,294.28 10 Other comprehensive income/ (loss) I i. Items that will not be reclassified to profit or loss - Re-measurement gain/ (loss) on defined benefit plans 44.89 (34.07) (82.03) (48.24) (307.65) (236.23) ii. Income tax effect (15.68) 11 .90 28 67 16.86 107.51 82.55 29.21 (22.17) (53.36) (31.38) (200.14) (153.68) II i. Items that will be reclassified to profit or loss - Effective portion of gain/ (loss) on designated portion of hedging instruments in cash flow hedge (32.36) 5.75 18.17 . (3.94) 7.98 ii. Income tax effect 11.31 (2.01) (6.35) . 1.38 (2.79) (21.05) 3.74 11.82 . (2.56) 5.19 Other comprehensive income/ (loss) (I + II) 8.16 (18.43) (41.54) (31.38) (202.70) (148.49) 11 Total comprehensive income for the period/ year (9 + 10) 4,498 .69 2,753.43 1,193.61 9,452.58 4,599.95 6,145.79 12 Paid-up equity share capital (equity shares of l 1 each) 635.10 635.10 635,10 635.10 635.10 635.10 13 Paid-up debt capital 21,014.79 29,167.69 32,648.38 21,014.79 32,648.38 28,927.67 14 Reserves excluding revaluation reserves 1,06,054.21 15 Earnings per equity share (face value of l 1 each) (not annualised) (a) Basic (l) 7.09 4.37 1.94 14.96 7.56 9.91 (b) Diluted (l) 7.09 4.37 1.94 14.96 7.56 9.91 (See accompanying notes to the unaudited standalone financial results) '\RE DEST EIN TYRES Registered Office: Apollo Tyres Ltd, 3rd Floor, Areekal Mansion, Panampilly Nagar, Kochi 682036, India CIN: L25lllKLl972PLC002449, Tel No. +91484 4012046, Fax No. +914844012048, Email: info.apollo@apollotyres.com
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Additional disclosures as per Clause 52(4) of Securities and Exchange Board of India {Listing Obligations and Disclosure Requirements) Regulations, 2015: QUARTER ENDED NINl:MONTHS ENDED .YEARENDED 5.No. partlculano 31.12.202S I' 30.09'2025 I '3-1.12121124 I 31.12..2026" I 31.12..202• 31.03.2025 (UNAUDITED) (AUDITED) (a) Oulstanding redeemable preference shares ('t Million) . . . (b) Debenlure redemption reserve ('t Million) 272.18 272.18 272.18 272.18 272.18 272.18 (c) Capital redemption reserve ('t Million) 44,40 44.40 44.40 44,40 44.40 44.40 (d) Securities premium (t Million) 31,317.67 31,317 67 31,317 .67 31,317.67 31,317.67 31,317 .67 (e) Nel worth (t Million) 112,352.63 107,865.81 105,174.69 112,352.63 105,174 .69 106,720 .53 ![Share capital+ other eQuiM m Nel profit after tax(~ Million) 4,490.53 2,771.86 1,235.15 9,483.96 4,802 ,65 6,294 ,28 (g) Basic earnings per share (Not annualised) 7.09 4.37 1.94 14.96 7.56 9.91 (h) Diluted earnings per share (Not annualised) 7.09 4,37 1.94 14.96 7.56 9,91 Debt equity ratio (in Limes) (i) [Debt comprises non-current borrowings and currenl borrowings/ 0.19 0.27 0.31 0.19 0.31 0.27 eauitvl Long term debl to working capital (in times) U) [Non-current borrowings including currenl maturities/ Net working 1.11 1.57 2.17 1.11 2.17 1.75 capital excluding current maturities] (k) Total debts to total assets ralio (in%) 10.61% 1424% 16.05% 10.61% 16,05% 14,24% [(Non-current borrowings+ current borrowings)/ Total assets] Debt service coverage ratio (in limes)# [(Profil after tax+ interest expense excluding interest on lease (I) liabilities + depreciation & amortisation expense excluding 2.41 2.07 1.91 2.41 1.91 1.83 depreciation on right of use assets+ exceptional items+ loss/(gain) on sale of fixed assets)/ (Gross interest excluding interest on lease liabilities + repayment of non-current borrowings)] Interest service coverage ratio (in times) [(Profit after tax+ interest expense excluding interest on lease (m) liabilities + depreciation & amortisation expense excluding 10.02 7.57 4.89 8.07 5,78 5,60 depreciation on right of use assets + exceptional items + loss/(gain) on sale of fixed assets)/ Gross inlerest excluding interest on lease liabilities] (n) Current ratio (in times) 1.29 1.16 1.09 1.29 1.09 1.14 (Current assets/ Current liabilities) (o) Bad debls to account receivable ratio (in %) . . . . (Bad debts/ Average lrade receivables] (p) Current liability ratio (in%) 53.79% 59-29% 59.05% 53.79% 59.05% 58~16% (Current liabilities/ Total liabilitiesJ (q) Debtors lurnover (in times)# 8.67 8.43 9.03 8.67 9.03 8.78 (Revenue from operations/ Average trade receivables] (r) Inventory turnover (in times)# 6.78 6.17 6.80 6.78 6.80 6.82 (Revenue from op_erations / Average inventory] Operating margin (in%) [EBITDA* / Revenue from operations) (s) 14.53% 15~28% 11.09% 14.49% 12.33% 12~05% • EBITDA = Profit before tax + depreciation & amortisation expense + interest expense + exceptional item - other income (I) Net profit margin (in%) 8.74% 5~88% 2.72% 6.51% 3a53% 3A6% tProfit after tax I Revenue from operations] # Based on TTM (Trailing Twelve Months)
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NOTES: 1 The Board of Directors of Apollo Tyres Limited ("the Company") have declared an interim dividend oft 3.50 per share on equity shares of t 1/- each. 2 The Company's operation comprises one business segment - Automobile Tyres, Automobile Tubes and Automobile Flaps. 3 The listed non-convertible debentures (NCDs) issued by the Company, aggregating to t 8,650 Million as on December 31, 2025, are secured by a pari passu first charge by way of hypothecation on movable fixed assets of the Company, both present and future (except stocks and book debts). Out of the above, NCD's amounting tot 5,000 Million carrying interest rate of 8.75% p.a (which are for 10 year bullet payment) also have exclusive charge on the immovable property of the Company's Registered office at Kochi. The asset cover thereof exceeds 125% of the principal amount of the said NCDs. 4 These unaudited standalone financial results of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standard) Rules, 2015 (as amended) and in terms of regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 and other accounting principles generally accepted in India. 5 a) The Company has 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 tot 12.10 Million for the quarter ended December 31, 2025, t 35.71 Million for the quarter ended September 30, 2025, t 24.42 Million for the quarter ended December 31, 2024, t 65.09 Million for nine months ended December 31, 2025, t 223.15 Million for nine months ended December 31, 2024 and t 245.21 Million for year ended March 31, 2025, have been disclosed as an exceptional item. b) The Board of Directors of the wholly owned subsidiary Company, "Trusted Mobility Services Limited" had passed a resolution for closure of the operations on July 24, 2024. Consequent to the effect of above said resolution, the Company has written off its investment and recognised corresponding costs for closure of operations amounting to t 367.73 Million and disclosed the same as an exceptional item during nine months ended December 31, 2024 and year ended March 31, 2025. c) During the year ended March 31, 2025, the Company has received t 103.32 Million and 400,000 units of Roadstar Infra Investment Trust (recorded at t 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 oft 2,000 Million with IL&FS which has already been written off in earlier years. The same has been disclosed as an exceptional item in the results. • d) 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 draft 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, the Company has recognised an incremental estimated obligation aggregating to t 259.31 Million as an exceptional item on account of employees' past services. This recognition is consistent with guidance provided by the Institute of Chartered Accountants of India. The Company continues to monitor the finalisation of Central / State 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. 6 The above results were reviewed by the Audit Committee on February 3, 2026 and approved by the Board of Directors at its meeting held on February 4, 2026. Place: Gurugram Date: February 4, 2026 For and on behalf of the Board of Directors of Apollo Tyres Ltd ON"'"'"':~ CHAIRMAN
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S.R. BATLIBOI & Co. LLP Chartered Accountants 67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India Tel: +91124 681 6000 Independent Auditor's Review Report on the Quarterly Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors Apollo Tyres Limited I. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Apollo Tyres Limited (the .. Holding Company ") and its subsidiaries (the Holding Company and its subsidiaries together referred to as ·'the Group") , its associate and joint venture for the quarter ended December 31, 2025 and year to date from April O I. 2025 to December 31 2025 (the ·'Statement " ) attached herewith. being submitted by the Holding Company pursuant to the requirements of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015, as amended (the - Listing Regulations "). 2. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34. (Ind AS 34) " Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended , read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 of the Listing Regulations. The Statement has been approved by the Holding Company 's Board of Directors . Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 24 I 0, ··Review of Interim Financial Information Performed by the Independent Auditor of the Entity'· issued by the Institute of Chartered Accountants of India This standard requires that we plan and perform the review ro obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an aud ii. Accordingl y, we do not express an audit opinion. We also perfonned procedures in accordance with the Circular No. CIR/CFD /CMDl/44/2019 dated March 29, 20 I 9 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. 4. The Statement includes the results of the entities included in Annexure I. 5. Based on our review conducted and procedures perfonned as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement. prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (·Ind AS') specified under Section 133 of the Companies Act, 20 I 3, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 6. The accompanying Statement includes the unaudited interim financial results and other financial information, in respect of: • 7 subsidiaries, whose unaudited financial results include total revenue of Rs. 29,407 million and Rs. I 00, 125 million, total net profit/(loss) after tax of Rs. 1,264 million and Rs. (720) million, total comprehensive income/(loss) of Rs. 1,264 million and Rs. (720) million, for the quarter ended December 31, 2025 an=-~ period ended on that date respectively, as considered in the Statement which have been reviewed ~~ respective independent auditors. i/QJ71 0 ,i i Gurugram ~ ' - ,-.. 5.? 9~t!ibo1.?. •:o LL?, i Lini lA J Uab1lit•t Plrt nershlp 'Hith LL? .Ui?nttt'I .~1~ . .::..A6•J294 \ J"' b, =:'-:'l1d 0tti ~ z::. C=im.1 Str":"er. Bid,: ·s·. ~r,1 rli:ior -·.: 1- 111- - ·::• ~:·:· ~-.
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S.R. BArLIB01 & Co. LLP Chartered Accountants The independent auditor ' s reports on interim financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries is based solely on the report of such auditors and procedures performed by us as stated in paragraph J above . 7. All of these subsidiaries are located outside India whose financial results and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been reviewed by other auditors under generally accepted audjting standards applicable in their respective countries . The Holding Company's management has converted the financial results of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounring principles generally accepted in India. We have reviewed these conversion adjustments made by the Holding Company ' s management. Our conclusion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and reviewed by us. Our conclusion on the Statement in respect of matters stated in para 6 above is not modified with respect to our reliance on the work done and the reports of the other auditors. For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm registration number: 301003E/EJ00005 \/P!>--\@-~ per Pankaj Chadha Partner Membership No.: 091813 UDIN : 26091813IEXTZZ824t Place: Gurugram Date: February 4, 2026
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S.R. BATL1B01 & Co. LLP Chartered Accountants Annexure -1 List of entities included in the Statement Holding Company S. No. Name of the Compan y Apollo Tyres Limited Subsidiaries S. No. Name of the Compan y l Apollo Tyres Cooperatief U .A. 2 Apollo (South Africa) Holdings (Pty) Ltd. 3 Apollo Tyres Africa (Pty) Ltd 4 Apollo Tyres (Thailand) Limited 5 Apollo Tyres (Middle East) FZE 6 Apollo Tyres Holdings (Singapore) Pte. Ltd. 7 Apollo Tyres (UK) Holdings Ltd. 8 Apollo Tyres (London) Pvt. Ltd. 9 Apollo Tyres Global R&D B.V. 10 Apollo Tyres AG 11 Apollo Tyres do (Brasil) L TOA 12 Apollo Tyres (Europe) B.V. 13 Apollo Tyres (Hungary) Kft 14 Apollo Tyres (NL) B.V. 15 Apollo Tyres (Germany) GmbH 16 Apollo Tyres (Nordic) AB 17 Apollo Tyres (UK) Sales Ltd. 18 Apollo Tyres (France) SAS 19 Apollo Tyres (Belux) SA 20 Apollo Tyres (Austria) Gesellschaft m.b.H. 21 Apollo Tyres (Schweiz) AG 22 Apollo Tyres lberica, S.A.U. 23 Apollo Tyres (Hungary ) Sales Kft. 24 Apo llo Tyres (Polska) Sp. Z 0 .0 . 25 Vredestein Consulting B. V. 26 Finlo B.V. 27 Apollo Tires (US) Inc. 28 Reifencom GmbH, Hannover 29 Reifencom Tyre (Qingdao) Co., Ltd. 30 Saturn F - I Pvt. Ltd 31 Apollo Tyres (Greenfield) B.V. 32 Apollo Tyres Global Business Services Limited -33 Trusted Mobility Services Limited /,~8 \ \i bo; ,:f ( o=_ Guruaram ~ .. ,JI " • 0 ~ ........ * I) - -
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S.R. BATLIBOI & Co. LLP Chartered Accountants Annexure-1 (Continued) Associate S. No. IName of the Company !KT Telematic Solutions Private Limited Joint Venture S. No. I Name of the Company Pan Aridus LLC
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S.R. BAruB01&Co. LLP Chartered Accountants 67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India Tel: +91124 681 6000 Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors Apollo Tyres Limited I. We have reviewed the accompanying statement of unaudited standalone financial results of Apollo Tyres Limited (the "Company") for the quarter ended December 31, 2025 and year to date from April 0 1, 2025 to December 3 I, 2025 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 I 5, as amended (the "Listing Regulations") . 2. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 24 l 0, ·' Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain a_ssurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in tenns of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm registration number: 301003E/E300005 per Pankaj Chadha Partner Membership No.: 091813 UDIN: 26091813QECVBP1919 Place: Gurugram Date: February 4, 2026 S ~. 9c!tlibai Z. (::, LLP, a L!mita-d :...1abllily ::.-.Jrtn'o'rshlp -.vith LLP 1dentil•t ~◄ o. AAB·J29-t .=-:Qd Otf1,:i2 2: ,:.:,n,J,: 5(r.,.?.t. 51:r~ 5 :•rd i:-•;.,:,r .. ~ILJt<l 7'1;1) •J.!.€.
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S.R. BATLIBOl&Co. LLP Chartered Accountants 67, Institutional Area Sec Lor 44, Gurugram - 122 003 Haryana , India Tel: +91 l 24 681 6000 Independent Auditor's Report on book values of the assets and compliance with respect to financial covenants as at December 31, 2025 for submission to Debenture Trustee To The Board of Directors Apollo Tyres Limited 7 Institutional Area, Sector 32 Gurugram 122001, Haryana, lndia l. This Report is issued in accordance with the terms of the service scope letter agreement dated August 07, 2025 and master engagement agreement dated July 26, 2023, as amended with Apollo Tyres Limited (hereinafter the "Company"). 2. We S.R. Batliboi & CO. LLP, Chartered Accountants, are the Statutory Auditors of the Company and have been requested by the Company to examine the accompanying Statement on book value of assets and compliance status of financial covenants for 8,650 (Eight Thousand Six Hundred and Fifty only) rated, listed, secured, redeemable, non convertible debentures issued in multiple tranches having face value of INR I 0,00,000 (Rupees Ten Lakh Only) each, for an aggregate nominal value of fNR 8,65,00,00,000 (Rupees Eight Hundred sixty five Crore only) (hereinafter the "Debentures") of the Company, as at December 31, 2025 (hereinafter the "Statement") which has been prepared by the Company from the Board approved unaudited standalone financial results, underlying books of account and other relevant records and documents maintained by the Company as at and for the period ended December 31, 2025 pursuant to the requirements of the SEBI circular dated May 19, 2022 on Revised format of security cover certificate, monitoring and revision in timelines (hereinafter the "SEBI Circular"), and has been initialed by us for identification purposes only . This Report is required by the Company for the purpose of submission with Vistra ITCL India Limited (hereinafter the "Debenture Trustee') of the Company to ensure compliance with the SEBI Circular in respect of its Debentures. The Company has entered into an agreement with the Debenture Trustee vide supplementary agreement dated August 29, 2022 (collectively referred as ·Debenture Trust Deeds') in respect of such multiple tranches of Debentures . Management's Responsibility 3. The preparation of the Statement is the responsibility of the management of the Company including the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design. implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances . 4. The management of the Company is responsible for ensuring that the Company complies with all the relevant requirements of the SEBI circular and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including providing all relevant information to the Debenture Trustee. Auditor's Responsibility 5. It is our responsibility to provide a limited assurance and conclude as to whether the: (a) Book values of assets as included in the Statement are in agreement with the books of account underlying the unaudited standalone financial results of the Company as at December 31. 2025. 3 P. 3,HhbC'I & (o lLP a l.1m1tf:'•j l 1abllLrf P;irrn .. r st11p ,ai1th LL? 1,1~nr1t·, ~,u AAa-~:!9J l,;.;,l •111,-,• _,: • llllh •11•.•;I t<l,.I, I\ l!!,1 .,:,11,11,~1., •I
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S.R. BATLIBOI & Co. LLP Chartered Accountants (b) Company is in compliance with financial covenants as mentioned in the Debenture Trust Deed as and/or Information Memorandum as on December 31, 2025. 6. We have perfonned a limited review of the unaudited standalone financial results of the Company for the period ended December 31, 2025, prepared by the Company pursuant to the requirements of Regulation 52 of the SEBI {Listing Obi igations and Disclosure Requirements) Regulations, 2015, as amended, and issued an unmodified conclusion dated August 07, 2025. Our review of those financial results was conducted in accordance with the in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial lnfonnation Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India ("!CAI"). 7. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the !CAI (the "Guidance Note"). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the !CAI. 8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) l, Quality Control for Firms that Perform Audits and Reviews of Historical Financial lnfonnation, and Other Assurance and Related Services Engagements . 9. Our scope of work did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial results of the Company taken as a whole. We have not performed an audit, the objective of which would be the expression of an opinion on the financial results, specified elements, accounts or items thereof, for the purpose of this report. Accordingly, we do not express such opinion . I 0. A limited assurance engagement includes performing procedures to obtain sufficient appropriate evidence on the applicable criteria, mentioned in paragraph 5 above. The procedures performed vary in nature and timing from, and are less extent than for, a reasonable assurance. Consequently, the level of assurance obtained is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed . Accordingly, our procedures included the following in relation to the Statement: a) Obtained the Board approved financial results of the Company for the period ended December 31, 2025. b) Traced the book value of assets with the books of accounts of the Company underlying the unaudited standalone financial results. c) Obtained a list of financial covenants applicable to the Debentures. d) With respect to compliance with financial covenants included in the Statement, we have performed the following procedures. (i) Obtained and verified the arithmetical accuracy for the computation of net debt to earnings before interest, tax and depreciation and amortization (EBITDA) as at December 31. 2025 and debt service coverage ratio for the period April O I, 2025 to December 3 I, 2025. (ii) Traced and agreed the Long-term borrowings, Short-term borrowings including current maturi~ies of long term borrowings, cash and cash equivalents, other bank balances. investment in quoted mutual funds, Profit after tax, Tax, Exceptional items, Depreciation, Interest expense, other income, Total interest payable, Interest on Lease Liability, Annual repayment of debt and Borrowing cost capitalized from the unaudited books of account of the Company .
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S.R. BAruB01 & Co. LLP Chartered Accountants (iii) Obtained repayment schedule and traced the date ofrepayment of principal and interest due during the period April 01, 2025 to December 31, 2025. e) With respect to covenants other than those mentioned in paragraph I 0( d) above, the management has represented and confirmed that the Company has complied with all the other covenants including affinnative, infonnative, and negative covenants, as prescribed in the Debenture Trust Deed, as at December 31, 2025. f) Performed necessary inquiries with the management and obtained necessary representations. Conclusion -11. Based on the procedures performed by us, as referred to in paragraph IO above and according to the information and explanations received and management representations obtained, nothing has come to our attention that causes us to believe that: a) The Book values of assets as included in the Statement are not in agreement with the books of account unaudited standalone financial results of the Company as at December 31, 2025. b) Company is not in compliance with financial covenants as mentioned in the Debenture Trust Deed as on December 31, 2025. Restriction on Use 12. The Report has been is~ued at the request of the Company. solely in connection with the purpose mentioned in paragraph 2 above and to be submitted with the accompanying Statement to the Debenture Trustee and is not to be used or referred to for any other person. Accordingly. we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come. We have no responsibility to update this Report for events and circumstances occurring after the date of this report. For S.R. Batliboi & CO. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005 per Pankaj Chadha Partner Membership Number: 091813 UDIN: 260918131MQOGT4896 Place of Signature: Gurugram Date: February 04, 2026
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Slal emcol or Sc<urily <.:on :r ll!i lk:r rlu: ltrm~ ur the offer dncuni~nt/ lnf<mtt:ilion l\h:morandum .andJor Debenture 1 ru~t Oce,.h and book ,ahit of i SSCI~ C~umn ,'Ssns (~O IC b) lf"-.fll~\" '1wli,l•• Ptu11:tf)i Rlrhtof"Utc-Aluii B&nk 8a!.inccs a11lcr1hanCosh and Cash E~ ui,.,alcnLS Othm Tobll I.IAUILITIE:SIN'otrb ColutM Ou<ri~ 'ol e.s&etfCI" whichltli.t certiliane relate l)ebl ~1101:es 10 wh,ch 1h11, ccmflC<llc ~OIC-~ h, I roenams. OiJIO 6':bl.J.itllMl(pall pabU thap!CWllh11bo ... ctJ..:h1 !{)lhc.--Dtbt Subori.Jma!ci.J debt Borrowlng~ Aank PeblSecunllcS 0t)1al lrai.JeµayaUh:s !.case 1.rn~11111cs r 1ovlil~\J 0 1hcrs (l11ter~J1A£',•111 ed) CO't<:10Q~V~1JC C'c:r.-a (Ill M1rlr..12 YIIIIK Nulu. :.lo1c-j Note-I N'olt:-m Colu•• Colunu1 Cc' o• "'Exclusive Cltc&r =£xciUSlVl c,- Debt fer wllich lhi1 OtbC!' Scwred certi!ic:ate being iullCd Debe C-a'll1anJcash :quivalelll~ witl O'Jwt c.urn:ilV Nun-t.un:ul ,il~SelS. ll.5il 4.99'! rn nottobe:ftllt:d :n003 5,312.05 OOiM Eul:JMvt' s~-cunl)' co,1.TfWJO II Cofuma C(IIDmn Columo •• .. c· l'an-1!"1, Pwi·Pusu Pari-P11ssu Charge Cl""' c,..,g, Ddlic fo. /t...U- aln:rm hy -0ihD" &SKIS on which this pari pasru debt whic:b then:: u pan- c:crtiliclue holdi:r (include.s Passu charge bpn,t.uoo:! debtforwhich (cxcludin11ilc:ms lhis certificate 11 covered io ~olWJl.11 I No No No No No No 1uucd & other F) deblwirhpari 4 passu ch!ir£e) fiG11.00 9.85195 43682 L8,929.77 HO r.11 1• J ►•"'·"" Scculity CO\·cr &okValur . Cttum11 II" AssetsllOI off'c~as Seewicy IS.M?.5? :no.79 :n.1.1-1.12 l'Ul J .?PI 117118 11 .8'11.IO 112 8.51.70 31,41J,Bl 18,J?n.13 4,Tlil.41 J,71U,6l '6,858,90 Columa Culo11111 Elimwt1on (1111101m1 (Total C 10 H'j inneprive) l!<bt- ~ '?'1 ~ 11'"' ,, 'I anw(duelo exdus:ivepllll pan pwuch!JECJ .,,,1)-,202 -320,03 -5,312.05 1.110,116~] L'00 ,!16 1,Hl ,75 )10,'I'} -411-.S.Jo ;uJ5tio-t 2'0:-H ,.ll .21.l!l!>.11 l.U!..l9 117J!R 111211ft. 1,911,141.JO '8,Ml CO 9,SS-1 9S 2,5'21 !.! !7,47Jil 18,3901] -<:,76247 3.7Hl63 4368::!. 115,731.67 f'.otumn Colum• Co11nnn Columa II I .. M I I Rt:iun:d to only thme itm1s envercd by Ulis tcrttlit.Me Muk~ Valua Carrying /l>ook vaJue for fcrA!$f:LS t xclusivoehar11:eusets charged oo fl/here market nlue E.xc:lusiYe r1 nOI basis ~mabk or applicable (For E:.11,. Bank BolAnco, DSRA market ~alue is nolapplic.able) (Notcn) 22.54 J2UOJ Mmk& Vlllue Canying valuclbook Ya.lut: for Pari ponu for pari pauu cbarape ch111ge Assen; ~l5 where ro11rki:t value: i1 oot 8505Uineble or llpplic:ablc pi"oc Eg Bank Blli:ance, PSRA market valut: iJ n01 il,pplicable) Refilling IC C'alunm F (Note:a) 8!\.267.06 8M LCO 9S5 1 ?.S U,929 .77 Cehamo 0 TotalVeluc (K+bM.+N) l.1£0?6 A.5.289,60 S.&ll.(U 'J 85195 156 RS 14,241,U ,1 ) [Im statr.-m(nt ,s p11:µarnl in ;m:oufoncc with rcqu11cmc1U<:, of1he Rci,:ula111.m 56\ I J(d) of1hc SC::DI (Li11in~ Obl11::111ons anti Disc!u:.u,c lh~ciu1remc11ts) Re1,11l111ions, 201 S. ii) ~m1:ntlcd, aud :-.COi Circular dated ~lay 19, :!On on 1hc Rcv,s.:J !i111n111 of ~ecu,,ty co\·cr cemlicatc , moui,0111111 ;i11ll 1cvi~10:1 111 umcli11es ("thi,: Rq_iula1ions"1, n,c nhove ~1811!1nen1 mc:ludc~ 1hc rcqu11c:d mformouon m respc~l uf;1ssc1s and lt,1hih11e.~ held b} dtc C'omran) as oo O..,:cmbcr l I, :!CJ:!5 alun~ ~ ;,11 n~es~~ry hriak ups 1ncl11dini; 1hc <lc1a1ls of11~scb ch,111-o;;:d (i c cnure 1n11~ihh: movable li.\t:d a~'lthl uftllc Crnnp11n} rn r.::<;pcct ufihc ,\:un Conn~rtiblc D.:bcn1urc~ 11s r~·r lhc 1cnns oJ 1l1~ info11na1iuu mc11101An1h1111 a11d1ri1 dcbcniurc IT\l~l de<:d b ) I he boo\,: value orassc11 and ll.ibilll1cs has been e>.1rac1c:d r,nrn 1111: oudi1cd linJnciwl 11.::s11hs ol 1h~ Crimpanr as on L>cccmbcr ) J, 2025, c 1 "1>1orcny l'la111 & Equipment" rcprcscrns 1\ic book valu.: n(pmpcriy plant & cqmpmcnl w c:oh11nn C a~11i1111 which c>.clu~i,,.i: c:hoqec crca1cd for!> 75 % Non Cun\cmhle Dcl.u.:11H11cs as on December )I, ::!0::!5 d l •l',opcn.)· Plan1 &:. F.11u1pincr11"' r.:p1e..1enl~ Ilic b0ul. value: ol prnpcrty planl & eq111pmcnt m column r- .ii;l:!in~I which pan p.l~su c:harj.lc crca1NI rnr ~011 Con\'cn.ibk LJcbcmurc~ aml ~eeured terin loan as on Dc~c:mbcr l l, ::!.0::!.5 c l "'('.1p11al Work In PJOpC!>S~ repr~se111s 1111: buul. v1:1luc or capi!al 1H'lrk 1r1 prni;reu (C\\'IP) in column F ag~ins1 which pori pa.,.~u char~,: ha~ l,cen crcaled for Non Con,·croble Ocbcnt11ri:s a11d s~curctl h.:rm loan a~ on Occcmber J l 20~5 I or 1l1c purpu~I.' o! ahnvc llii\~"1Cnl, en lire 1·,1luc ofC'WIP ha,; bcen crnnu.krc~ as 1110\0hlc B~sers and cnn~1dered ror pari p:l.ssu charge accnrdinl!IY :is the cxac1 bifurca11011 ol 1lu) 1111wun111110 1TI0\·11 hlc and 1mmov;:ibk· asscrs ,rany wfll bi: 11\'ailablc .ii II future J111c (1 c at 1hc: lime ol c:opualisJliun ul 1l1c 11ni.Jcrlyi11~ 1me1s) f,) "0111.:r '1 t:jHt"ltnl~ the Uoo\.. value of"1n1al assets lcss the book \la\uc orassc1s as captured ;1bovc ~eparn1el)'" 11~ ,m Dcccmb.:r 31, 2025, l!-) "' Dcln si:c111111c~ 1u which 1hi~ cc:n1lica1c pemun.f· repre5cn1s 1he book nh1c oJ ~nn Conveniblc Ddicmurcs .is 011 Uccc111bcr 3 I, .202~ in c..-ilumn C for which C:\clusivc scc11mr charge c1cat.:d h J "l)ebc secur111es 10 wh1cll 11iis ccniflcato: pcn.ii11s" rcprcsi.:111~ 11ic huol,; ,aluc url'\on Co1acr11blc Oet>cniurcs 11s on l)cccmlicr ;\I , :w:is m t·ol11mn J for which pHri parn1 char~'-' crcu1.:i.J ~:! :~::~:~~~;:,:.~ :~~~Jt~~;uc:~:~;::::~:~ ~:~~;!~:~~;I~= ~:;:-::::;~~1?:::,t~~~~t'1!~/!'!::~~l~1~~ , '~:;~: =~l~S~~:-:~:~~~rr~ ind pad p~ d~UQC tf~Jlcd I. J ·•fklrh1\~ in~," fC'Jll'~«ll) 1t1e 'tJrinoti. 1,dwt 4li" imtccr.t1 c:-d 11)111 U on !Jcccmb« J J., l0?1 j llld1111k:H'Q<nlricmal 11,pt:1\ uht.c, ("'~npao~, luvmg Iii cc vt!uc ont, ).)UO .\l1)Tt0n. 1o au1.'it.1ni111ns ~s nn OL-ccmbi.., JI, 202 5) l,l "Olhcr~" rt:plt:~t:UI~ 111e book \'Jluc ufll•lat h~h1\11y lcsi. the book \lalue oflidblll1}' AS capnm:d aoo .. , ~cp;1r:11cly a\ ,m 0(co:mlitr 3 I. 2U25 m J ''Oclic,s (lnli:rc:ll Ac\'.rutJ)" ,cp,cscn\S 1hc. hoo~ value nr nccn1.:d in1crc11 as pm or01hcr linllllrn1I !i11U1ti11cs, 01licr purtiun ofiL c..-i11i.1dercd 111 "u11icr" ~o,c {I) .:is on December JI , '.!025, n ) It reprcsenls lhc boo!. \laluc (ncl of;11."cumula1ci.J (!crrcc1:.11011) of 1l1t: I l111u1l1cci1lcJ Pmpe1t1Ci fo1 11l11ch 111.irl.cl v11luc has- not been dcu,:nnind o) -cove r un Dool.: \l.ilue' 1n ..:u!umn C u.-prcse11ts 1hc atldtucwal cowr 1.i1iu ro1 1hr. e,clu ~l\·c. d1ari;c helller