APL Apollo Tubes Limited — Proxy Solicitation & Information Statement 2023

Dec 25, 2023

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25[th] December 2023

Electronic Filing

National Stock Exchange of India Limited Department of Corporate Services/Listing “Exchange Plaza” Bandra-Kurla Complex, BSE Limited Bandra (E), Phiroze Jeejeebhoy Tower, Mumbai-400051 Dalal Street, Fort, Mumbai-400001 NSE Symbol : APLAPOLLO Scrip Code : 533758

Dear Sir/Madam,

Re: Notice of Postal Ballot

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, please find enclosed herewith a copy of Notice of Postal Ballot dt. 25[th] December, 2023.

We request you to kindly take the above information on your record.

Thanking you

Yours faithfully

For APL Apollo Tubes Limited

DEEPAK Digitally signed by DEEPAK CHARUVIL CHARUVIL SANKUNNI Date: 2023.12.25 SANKUNNI 15:17:51 +05'30'

Deepak C S Company Secretary M. No.: FCS-5060

Encl: a/a

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APL APOLLO TUBES LIMITED Regd. Office: 37 Hargobind Enclave Vikas Marg, Delhi-110092 Corporate Identity Number: L74899DL1986PLC023443 Tel.: 91-11-44457164 ● Website: www.aplapollo.com ● email: investors@aplapollo.com

POSTAL BALLOT NOTICE

[Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given to the Members of APL Apollo Tubes Limited (“ the Company” ), pursuant to Section 108 and 110 of the Companies Act, 2013 ( “the Act” ) read with Rule 20 and Rule 22 of Companies (Management & Administration) Rules, 2014 and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs, inter-alia, for conducting Postal Ballot through e-voting vide General Circulars Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020 10/2021, 20/2021, 3/2022 11/2022 and 09/2023 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 08, 2021, May 05, 2022, December 28, 2022 and September 25, 2023 respectively ( “MCA Circulars” ) read with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ( “Listing Regulations” ) Secretarial Standards issued by the Institute of Company Secretaries of India on General Meeting (“SS2”) and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), for seeking approval of shareholders of the Company, the resolution(s) appended below through postal ballot by remote e-voting process (“E-voting”) .

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, December 22, 2023. In compliance with Sections 108 and 110 of the Act read with the rules framed there under and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice.

Members may note that this Notice will also be available on Company’s website (www.aplapollo.com), Stock Exchanges’ website (www.bseindia.com and www.nseindia.com) and Central Depository Services (India) Limited (‘CDSL’)’s website (www.evotingindia.com). Any member seeking e-copy of this notice may write to us at investors@aplapollo.com

SPECIAL BUSINESSES:

ITEM NO 1 - TO APPROVE APPOINTMENT OF SHRI H S UPENDRA KAMATH, AS A NONEXECUTIVE, INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149,150,152 of the Companies Act, 2013 (the Act) read with relevant rules made thereunder and Schedule IV of the Act and Regulation 16, 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof), Mr. H S Upendra Kamath (DIN: 02648119) who was appointed as an Additional Director and also as an Independent Director of the Company by the Board of Directors with effect from October 30, 2023 and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a term of 3 (three) consecutive years commencing from October 30, 2023, not liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, deeds and things as may be deemed necessary or expedient in connection therewith and incidental thereto.”

ITEM NO 2 – TO APPROVE APPOINTMENT OF MS. ASHA ANIL AGARWAL, AS A NONEXECUTIVE, INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149,150,152 of the Companies Act, 2013 (the Act) read with relevant rules made thereunder and Schedule IV of the Act and Regulation 16, 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof), Ms. Asha Anil Agarwal (DIN: 09722160) who was appointed as an Additional Director and also as an Independent Director of the Company by the Board of Directors with effect from October 30, 2023 and who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director pursuant to Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a term of 3 (three) consecutive years commencing from October 30, 2023, not liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, deeds and things as may be deemed necessary or expedient in connection therewith and incidental thereto.”

By Order of the Board of Directors For APL Apollo Tubes Limited

Place: Delhi

Date: 25.12.2023 Sd/-

Deepak C S Company Secretary (M. No. FCS-5060)

NOTES FOR MEMBER’S ATTENTION:

1. Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out all material facts relating to the proposed resolution is annexed hereto.

2. As per Section 108, 110 and other applicable provisions of the Act read with Rule 20 & 22 of the Rules, cut-off date for the purpose of reckoning the voting rights and sending the Notice is December 22, 2023 (“Cut-off date”). A person who is not a member as on the Cut-off date should treat the Notice for information purpose only. Any person, who acquires shares of the Company and

becomes member of the Company after dispatch of the notice and holding shares as of the cut-off date shall follow the same procedure for e-Voting as provided for below.

1. MCA vide its relevant circulars, has permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members shall take place through the process of remote e-voting only.

2. Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged Central Depository Services (India) Limited (‘CDSL’) to provide e-voting facility for its Members. The procedure for e-voting is given below. The E-Voting facility is available at the link at www.evotingindia.com from 10:00 A.M. on Thursday, December 28, 2023 up to 5:00 P.M. on Friday, January 26, 2024. The e-voting module will be blocked by CDSL thereafter and voting shall not be allowed beyond the said date and time.

Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

1. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. December 22, 2023.

2. The Board has, pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014 appointed Mr. Jatin Gupta, Practising Company Secretary (Membership No.: FCS 5651: COP No.: 5236) as the Scrutinizer for conducting the voting process through Postal Ballot E-Voting in accordance with the law and in a fair and transparent manner.

3. Upon completion of scrutiny of the e-voting, the Scrutinizer shall submit his report within two working days from the end of the remote e-voting period, to the Chairman or any other person authorised by him and thereafter the results of the Postal Ballot will be announced by the Chairman or the authorised person at the corporate office of the Company via. placing the same on the notice board.

4. The results along with Scrutinizer's Report, shall be displayed at the Registered Office and Corporate office of the Company and placed on the Company's website at www.aplapollo.com and the website of CDSL immediately after the result is declared. The results shall be simultaneously submitted to the Stock Exchanges where the securities of the Company are listed.

5. The resolution, if passed by the requisite majority, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf. The resolution, if approved by the requisite majority of members by means of Postal Ballot (i.e. remote e-voting), shall be deemed to have been passed on the last date specified by the Company for e-voting, i.e. Friday, January 26, 2024.

10. All documents referred to in the Notice and Explanatory Statement including disclosure of directors are available for inspection by the members at the Corporate Office of the Company on all working days except Saturdays, Sundays and National Holidays between 11:00 A.M. (IST) and 1:00 P.M. (IST) from the date of dispatch of the Notice upto the last date of e-voting i.e. Friday, January 26, 2024. All the documents referred to in the

accompanying Notice and Explanatory Statements, shall also be available for inspection through electronic mode, basis the request being sent on investors@aplapollo.com stating their name and Folio no./DP ID-Client ID/ Beneficiary ID.

11. Instructions for remote e-voting are as below:

• (i) The voting period begins on Wednesday, December 28, 2023 (10:00 A.M. IST) and end on Friday, January 26, 2024 (5.00 P.M. IST) (both days inclusive). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, December 22, 2023 may cast their vote electronically.

• (ii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login through
Individual their existing user id and password. Option will be made available to
Shareholders reach e-Voting page without any further authentication. The users to
holding login to Easi / Easiest are requested to visit cdsl website
securities in www.cdslindia.com and click on login icon & New System Myeasi Tab.
Demat mode 2) After successful login the Easi / Easiest user will be able to see the e-
with CDSL Voting option for eligible companies where the evoting is in progress as
Depository per the information provided by company. On clicking the evoting
option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting. Additionally, there
is also links provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service providers’
website directly.
3) If the user is not registered for Easi/Easiest, option to register is available
at cdsl website www.cdslindia.com and click on login & New System
Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page. The system will authenticate the user
by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual Services website of NSDL. Open web browser by typing the following
Shareholders URL: https://eservices.nsdl.com either on a Personal Computer or on a
holding mobile. Once the home page of e-Services is launched, click on the
securities in “Beneficial Owner” icon under “Login” which is available under
demat mode ‘IDeAS’ section. A new screen will open. You will have to enter your
with NSDL User ID and Password. After successful authentication, you will be able
Depository to see e-Voting services. Click on “Access to e-Voting” under e-Voting
services and you will be able to see e-Voting page. Click on company
name or e-Voting service provider name and you will be re-directed to e-
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Voting service provider website for casting your vote during the remote
e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select “Register Online for
IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding Voting facility. After Successful login, you will be able to see e-Voting
securities in option. Once you click on e-Voting option, you will be redirected to
demat mode) NSDL/CDSL Depository site after successful authentication, wherein you
login through can see e-Voting feature. Click on company name or e-Voting service
their provider name and you will be redirected to e-Voting service provider
Depository website for casting your vote during the remote e-Voting period.
Participants
(DP)
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800225533
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 18001020990 and 1800224430

(iii) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

6) Ifyou are a first-time user follow the stepsgiven below: For Physical shareholders and other than individual shareholders holding shares in Demat. PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. Dividend Bank Details OR* Date of Birth (DOB) Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.	6) Ifyou are a first-time user follow the stepsgiven below: For Physical shareholders and other than individual shareholders holding shares in Demat. PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. Dividend Bank Details OR* Date of Birth (DOB) Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.
	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (iv) After entering these details appropriately, click on “SUBMIT” tab.

• (v) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (vii) Click on the EVSN of the Company for which you choose to vote.

• (viii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (ix) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (x) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xiv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (i) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investors@aplapollo.com, if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card),

AADHAR (self-attested scanned copy of Aadhar Card) by email to Company at investors@aplapollo.com and/or RTA email at rta@abhipra.com.

1. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

2. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800225533

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800225533

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

The Board of Directors of the Company based on recommendation of the Nomination & Remuneration Committee of the Company, at its meeting held on October 30, 2023, appointed Shri Upendra Hosdurg Sundar Kamath (DIN: 02648119), as an Additional Director and designated him as an Independent Director of the Company for a term of 3 (three) years, w.e.f. October 30, 2023, subject to approval of the members of the Company.

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company is required to obtain approval of shareholders for the appointment of a Director at the next general meeting or within a time period of 3 (three) months from the date of appointment, whichever is earlier. Accordingly, this proposal is being brought before the members for consideration through postal ballot keeping in mind the above timelines.

Shri H S Upendra Kamath is a distinguished banking professional with an illustrious career spanning over four decades in the Indian Banking Industry. With a remarkable tenure of 35 years at Union Bank of India (UBI), he began his journey in 1973 as a Probationary Officer and served to various departments and eventually to the position of General Manager in UBI. Thereafter, he served in two other Public Sector Banks namely Canara Bank as ED and in Vijaya Bank as CMD. He also served as the MD & CEO of Tamilnad Mercantile Bank Limited. Throughout his extensive career, he held diverse roles and successfully managed operations at various levels, including Zonal Office, Branch Offices, Regional Office and the Head Office of UBI. His outstanding contributions to the banking sector have earned him numerous accolades and recognitions. With a Certified Associate of Indian Institute of Bankers (CAIIB) qualification and a Bachelor of Commerce (B. Com) degree, He possesses a wealth of expertise in critical areas such as MSME, Retail Banking, Priority Sector, Recovery and Legal, Risk Management, International Banking, Treasury, Credit-Monitoring, and Administration.

Shri H S Upendra Kamath has submitted a declaration in prescribed Form DIR-8 to the effect that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and consent to act as a Director in prescribed Form DIR-2. Shri H S Upendra Kamath is not debarred from holding the office of Director by virtue of any SEBI, MCA order or any other such authority. Further the Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 (“the Act”) proposing the candidature of Shri H S Upendra Kamath for the office of Director of the Company. Further the company has also received from him declaration regarding meeting criteria of independence as per Section 149(7). He is registered with the database of independent directors maintained by IICA.

A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of appointment of Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.aplapollo.com.

The Board of Directors recommends the Special Resolution set out at Item No. 1 of the accompanying Notice, for the approval of the Members of the Company.

The necessary disclosures under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2, with respect to Shri H S Upendra Kamath forms part of this notice .

Except Shri H S Upendra Kamath himself, none of the Directors or Key Managerial Personnel of the Company and/or their relatives is concerned or interested, financially or otherwise, in this resolution.

Item No. 2

The Board of Directors of the Company based on recommendation of the Nomination & Remuneration Committee of the Company, at its meeting held on October 30, 2023, appointed Ms. Asha Anil Agarwal (DIN: 09722160), as an Additional Director and designated him as an Independent Director of the Company for a term of 3 (three) years, w.e.f. October 30, 2023, subject to approval of the members of the Company.

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company is required to obtain approval of shareholders for the appointment of a Director at the next general meeting or within a time period of 3 (three) months from the date of appointment, whichever is earlier. Accordingly, this proposal is being brought before the members for consideration through postal ballot keeping in mind the above timelines.

Ms. Asha Anil Agarwal is a former Principal Chief Commissioner of the Income Tax in the Indian Revenue Service, Ministry of Finance, Central Government India, Ms. Agarwal, brings with her around four decades of rich experience in the Indian Revenue Service. Her impressive knowledge of Taxation, Finance and General Management are strongly backed by her rich professional experience.

Ms. Asha Anil Agarwal has submitted a declaration in prescribed Form DIR-8 to the effect that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and consent to act as a Director in prescribed Form DIR-2. Ms. Asha Anil Agarwal is not debarred from holding the office of Director by virtue of any SEBI, MCA order or any other such authority. Further the Company has received notice in writing from a member under Section 160 of the Companies Act, 2013 (“the Act”) proposing the candidature of Ms. Asha Anil Agarwal for the office of Director of the Company. Further

the company has also received from her declaration regarding meeting criteria of independence as per Section 149(7). She is registered with the database of independent directors maintained by IICA.

A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of appointment of Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.aplapollo.com.

The Board of Directors recommends the Special Resolution set out at Item No. 2 of the accompanying Notice, for the approval of the Members of the Company.

The necessary disclosures under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2, with respect to Shri H S Upendra Kamath forms part of this notice .

Except Ms. Asha Anil Agarwal herself, none of the Directors or Key Managerial Personnel of the Company and/or their relatives is concerned or interested, financially or otherwise, in this resolution.

By Order of the Board of Directors For APL Apollo Tubes Limited

Place: Delhi

Date: 25.12.2023 Sd/-

Deepak C S Company Secretary (M. No. FCS-5060)

DETAILS OF DIRECTORS SEEKING APPOINTMENT

[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and clause 1.2.5 of the Secretarial Standard -2]

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Name of Director Shri H S Upendra Kamath Ms. Asha Anil Agarwal
Age 70 Years 62 Years
Director Identification 02648119 09722160
Number (DIN)
Nationality Indian Indian
Date of first appointment on 30/10/2023 30/10/2023
the Board
Nature of expertise in Banking, Risk Management, Taxation, Finance and General
specific functional areas Treasury and Credit- Management
Monitoring.
Qualification CAIIB and B.Com Law graduate
Shareholding in the NIL NIL
Company directly or as
beneficial holder
Terms and conditions of Appointment as Independent Appointment as Independent
appointment / re- Director for a period of 3 years Director for a period of 3 years
appointment w.e.f. October 30, 2023. w.e.f. October 30, 2023.
Details of remuneration As an Independent Director, he As an Independent Director, she is
sought to be paid and the is entitled to sitting fees for entitled to sitting fees for attending
remuneration last drawn by attending meetings of the meetings of the Board/ Committee.
such person Board/ Committee.
Directorships held in other  SG Finserve Limited  SG Finserve Limited
companies  Green Bridge Capital  Authum Investment & Infrastructure
Advisory Private Limited Limited
 SREE UGCL Projects
Limited
 ZUNO General Insurance
Limited
 Online PSB Loans Limited
Membership / Chairmanship
Member of Audit Committee Member of Audit Committee of SG
of Committee(s) of other
of SG Finserve Limited Finserve Limited
Companies:
Relationship with other
Directors, Manager and Key
None None
Managerial Personnel of the
company
Number of meetings of the
Board attended during the N.A. N.A.
year
Listed entities from which
the person has resigned in Nil Nil
the past three years
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Note: Pursuant to Regulation 26 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, only two Committees viz. Audit Committee and Stakeholders Relationship Committee have been considered.