M.R.F. Ltd. — AGM Information 2025

Jul 14, 2025

S

DHANVANT H KUMAR

Digitally signed by S DHANVANTH KUMAR Date: 2025.07.14 14:33:44 +05'30'

==> picture [34 x 34] intentionally omitted <==

MRF LIMITED, Regd. Office: No.114, Greams Road, Chennai 600 006, CIN: L25111TN1960PLC004306, Tel: 044-28292777, Fax: 91-44-28290562, E-mail: mrfshare@mrfmail.com, Website: www.mrftyres.com

NOTICE

NOTICE is hereby given that the Sixty Fourth Annual General Meeting of the shareholders of MRF Limited will be held on Thursday, the 7[th] August, 2025 at 11.00 A.M, through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31[st] March, 2025 and the Reports of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company for the financial year ended 31[st] March, 2025 and the Reports of the Auditors thereon.

2. To declare a final dividend on equity shares. The Board has recommended a final dividend of 229/- (2290%) per equity share of 10 each.

3. To appoint a Director in place of Mr. Rahul Mammen Mappillai (DIN: 03325290), who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mrs. Ambika Mammen (DIN: 00287074), who retires by rotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS

1. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

2. “RESOLVED THAT pursuant to the provisions of section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 or any statutory modification or re-enactment thereof, Mr. J. Karthikeyan of M/s. J. Karthikeyan & Associates (Firm Regn No. 102695), Cost Accountant, Chennai appointed as Cost Auditor by the Board of

Directors of the Company to conduct an audit of the Cost Records of the Company for the financial year ending 31[st] March, 2026, be paid a remuneration of ` 8,40,000/- (Rupees Eight Lakhs Forty Thousand only) (excluding taxes, as applicable) in addition to reimbursement of out of pocket expenses and travelling expenses as recommended by the audit committee and approved by the Board of Directors of the Company.

RESOLVED FURTHER that Board of Directors of the Company be and is hereby authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution.”

1. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

2. “RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circulars issued thereunder to the extent applicable, Messrs. Elangovan & Associates, Practising Company Secretaries (Firm Regn No. P2025TN104500), Chennai, be and is hereby appointed as the Secretarial Auditors of the Company to conduct Secretarial audit for a term of 5 (five) consecutive years from 01[st] April, 2025 to 31[st] March, 2030 on a remuneration to be fixed by the Board of Directors of the Company.

RESOLVED FURTHER that Board of Directors of the Company be and is hereby authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution”.

By Order of the Board, Place: Chennai S DHANVANTH KUMAR Date: 7[th] May, 2025 Company Secretary

1

Notes:

• a) In accordance with the provisions of the Companies Act, 2013 (“Act”), read with the Rules made thereunder and General Circular dated 8[th] April, 2020, 13[th] April, 2020, 5[th] May, 2020, 13[th] January, 2021, 14[th] December, 2021, 5[th] May, 2022, 28[th] December, 2022, 25[th] September, 2023 and 19[th] September, 2024 issued by the Ministry of Corporate Affairs (“MCA”) read with relevant circulars issued by the Securities and Exchange Board of India (“SEBI”), from time to time (hereinafter collectively referred to as (“the Circulars”), companies are allowed to hold Annual General Meeting (AGM) through VC or OAVM upto 30[th] September, 2025, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/OAVM.

• b) The information required to be provided as per section 102 of the Companies Act, 2013, Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as “SEBI Listing Regulations”) are furnished in the explanatory statement which is annexed hereto.

• c) Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

• d) In compliance with the aforementioned Circulars, Notice of the AGM along with the Annual Report 2024-2025 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2024-2025 will also be available on the Company’s website: www.mrftyres.com , websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange

of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl. com . In case any member is desirous of obtaining physical copy of the Annual Report for the financial year 2024-2025 and Notice of the AGM of the Company, he/she may send a request to the Company by writing to mrfshare@mrfmail.com mentioning their DP ID and Client ID/ Folio No.

Further, a letter providing a weblink for accessing the Notice of the AGM and Annual Report for the financial year 2024-25 will be sent to those shareholders who have not registered their email address.

• e) The Company has fixed 18.07.2025 as the “Record Date” for the purpose of determining the members eligible to receive final dividend for the financial year 2024 -25, if approved at the AGM.

• f) Upon declaration of final dividend as recommended by the Directors, payment of final dividend, subject to deduction of tax at source, will be made on or after 18.08.2025.

• g) In respect of shares held in electronic form, the dividend will be payable on the basis of beneficial ownership as per details furnished by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for this purpose.

• h) Members are requested to notify immediately any change in their address/change in bank details or demise of any member as soon as possible to the Company’s registered office quoting their ledger folio number. In respect of shares held in electronic form, members may notify these changes to their depository participants.

• i) All relevant documents referred to in the accompanying notice and explanatory statement are available for inspection through electronic mode.

• j) SEBI Vide its Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023) has mandated that with effect from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, contact details including mobile number, bank account details and specimen signature.

2

==> picture [34 x 34] intentionally omitted <==

• k) SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/OIAE_ IAD1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD-3/P/ CIR/2023/195 dated July 31, 2023 (updated as on 20[th] December, 2023), has established a common Online Dispute Resolution Portal (‘ODR Portal’) for resolution of disputes arising in the Indian Securities Market.

• Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA / Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal at https://smartodr.in/login.

• l) Members may note that the Income Tax Act, 1961, (“the IT Act”) as amended by the Finance Act 2020, mandates that dividends paid or distributed by a company after 1[st] April, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of final dividend.

For resident shareholders, tax shall be deducted at source under Section 194 of the IT Act at applicable rates.

However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during financial year 2024-2025 does not exceed ` 10,000 and also in cases where members provide Form 15G / Form 15H (applicable to individuals aged 60 years or more) subject to conditions specified in the IT Act. PAN is mandatory for members providing Form 15G/ 15H. The format of the aforementioned documents may also be accessed from the Company’s website at https://www. mrftyres.com/shareholder-info. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to mrfshare@mrfmail.com

Shareholders are requested to note that in case their PAN is not

registered, the tax will be deducted at a higher rate of 20%.

The aforesaid declarations and documents need to be submitted by the shareholders on or before 5.30 p.m. on 31.07.2025.

• m) Under section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to unpaid dividend account of the Company shall be transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India. Accordingly, unclaimed dividend amounts upto Second Interim Dividend 2017-2018 have been transferred to the said fund. The shareholders are advised to forward all unencashed dividend warrants from final dividend 2017-2018 to the registered office of the Company for revalidation and encash the same before the respective due date of transfer to IEPF.

• n) Last date for claiming unclaimed dividend from the Company is given below:

Year	Dividend	Date of Declaration	Last date for claiming unclaimed dividend
2017-2018	Final	09-08-2018	09-09-2025
2018-2019	I-Interim	08-11-2018	08-12-2025
	II-Interim	07-02-2019	07-03-2026
	Final	09-08-2019	09-09-2026
2019-2020	I-Interim	08-11-2019	08-12-2026
	II-Interim	10-02-2020	10-03-2027
	Final	24-09-2020	24-10-2027
2020-2021	I-Interim	06-11-2020	06-12-2027
	II-Interim	11-02-2021	11-03-2028
	Final	12-08-2021	12-09-2028
2021-2022	I-Interim	09-11-2021	09-12-2028
	II-Interim	10-02-2022	10-03-2029
	Final	04-08-2022	04-09-2029
2022-2023	I-Interim	08.11.2022	09.12.2029
	II-Interim	09.02.2023	11.03.2030
	Final	27-07-2023	27-08-2030

3

Year	Dividend	Date of Declaration	Last date for claiming unclaimed dividend
2023-2024	I-Interim	03-11-2023	03-12-2030
	II-Interim	09-02-2024	09-03-2031
	Final	01.08.2024	01-09-2031
2024-2025	I-Interim	08.11.2024	08.12.2031
	II-Interim	06.02.2025	06.03.2032

• o) With respect to dividends which remain unclaimed for a period of 7 years or more, the Company in due compliance with Section 124 (6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, has transferred to IEPF authority the corresponding equity shares. Details of shares transferred to the IEPF Authority are available on the website of the Company: www.mrftyres.com and on the website of the IEPF Authority: www.iepf.gov.in.

The members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on https://www.mca.gov.in/content/mca/global/en/home.html Members may contact Secretarial Department of the Company for any guidance required for lodging claim for refund of shares and/or dividend from the IEPF Authority.

• p) As per the provisions of the Companies Act, 2013, facility for making nominations is available to individuals holding shares in the Company. The prescribed nomination form in Form SH-13 can be obtained from the Company. Members holding shares in electronic form may forward nomination form duly filled to their respective depository participants only.

• q) The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN and KYC details pursuant to SEBI Circular dated 3[rd] November, 2021 in Form ISR-1. The Form ISR-1 is also available on the website of the Company: www.mrftyres.com. Attention of the Members holding shares of the Company in physical form is invited to go through and submit the said Form ISR–1.

• r) Members may please note that SEBI vide its Circular dated 25[th] January, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/Exchange of securities certificate; Endorsement; Subdivision/ Splitting of securities certificate; Consolidation of securities certificates/folios; Transmission and Transposition. Accordingly, shareholders are requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available on the Company’s website: www.mrftyres.com. It may be noted that any service request can be processed only after the folio is KYC compliant. SEBI vide its notification dated 24[th] January, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and to avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company, for assistance in this regard.

• s) Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination, power of attorney registration, Bank Mandate details, etc., to their DPs in case the shares are held in electronic form and to the Company in prescribed Form ISR-1 and other forms pursuant to SEBI Circular dated November 3, 2021. Further, Members may note that SEBI has mandated the submission of PAN by every participant in securities market.

• t) Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

• u) Institutional / Corporate Shareholders (i.e. other than individuals/ HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization along with a ID proof of the representative, authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to jandsca@gmail.com with a copy marked to evoting@nsdl.com by 31.07.2025.

4

==> picture [34 x 34] intentionally omitted <==

• v) Instructions for members for attending the AGM through VC / OAVM are as under:

• i. NSDL will be providing facility for voting through remote e-Voting, for participation in the AGM through VC/OAVM facility and e-Voting during the AGM.

• ii. Members may note that the VC/OAVM facility, allows participation of atleast 1,000 Members on a first-come-firstserved basis.

• iii. Members will be able to attend the AGM through VC/ OAVM at https://www.evoting.nsdl.com by using their remote e-voting login credentials and selecting the link available against the EVEN (134189) for Company’s AGM. Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned below in the Notice.

• iv. Facility of joining the AGM through VC / OAVM shall open 30 minutes before the time scheduled for the AGM and will be available for Members on first-come-first-served basis.

• v. Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.com or contact Mr. Amit Vishal, Deputy Vice President – NSDL at 022-24994360 or Ms. Pallavi Mhatre, Senior Manager-NSDL at 022-24994545.

• vi. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• vii. Members are advised to send their queries in advance mentioning their name, demat account number / folio number, email id, mobile number to mrfshare@mrfmail.com. Questions / queries received by the Company till 5.00 p.m. on 05.08.2025 shall only be considered and responded during the AGM.

• viii. Members who would like to express their views/ask questions during the meeting may register themselves as a speaker and send their request mentioning their name, demat account

number/ folio number, email id, mobile number to mrfshare@ mrfmail.com between 9.00 a.m. on 01.08.2025 and 5.00 p.m. on 04.08.2025.

• ix. The Company reserves the right to restrict the number of questions and number of speakers, depending on the availability of time for the AGM.

• w) E-Voting:

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice.

The remote e-voting period commences on 02.08.2025 (9.00 A.M.) and ends on 06.08.2025 (5.00 P.M.). During this period, members holding shares either in physical form or in dematerialized form, as on 31.07.2025 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

• A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in Demat mode:

In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode is 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.

5

Login method for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with NSDL.	i. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. ii. Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. iii. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iv. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting.
Individual Shareholders holding securities in Demat mode with CDSL	i. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. ii. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as 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-VotingService Providers,so that the user can visit the e-Votingserviceproviders’ website directly.

6

==> picture [34 x 34] intentionally omitted <==

iii. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. iv. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome 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

Individual Shareholders (holding securities in Demat mode) login through their depository participants

You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login is complete, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at the above mentioned websites.

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

1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue to login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022- 4886 7000
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue to login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

2. B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in Demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. 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.

7

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is
a) For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID. For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID. For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example, if folio number is 001 and EVEN is 134189 then user ID is 134189001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your Demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from

your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8-digit of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered with the Company/ Depositories, please follow steps for registering email ID’s.

1. If you are unable to retrieve or have not received the “initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com .

3. b) “Physical User Reset Password” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com .

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. com mentioning your demat account number/folio number, your PAN, your name and your registered address.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

8

==> picture [34 x 34] intentionally omitted <==

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting are in active status.

2. Select “EVEN” of company (EVEN No.: 134189) for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the Depositories/Company for procuring user id and password for e-Voting for the resolutions set out in this Notice:

Shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing below mentioned documents.

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card).

2. In case shares are held in demat mode, please provide DP ID-Client ID (16 digit DP ID + Client ID or 16 digit Beneficiary ID), Name,

client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card).

If you are an Individual shareholder holding securities in demat mode, you are requested to refer “Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode”.

General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter and ID proof of the person who is authorised to vote to the Scrutinizer by e-mail to jandsca@gmail. com with a copy marked to evoting@nsdl.com .

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” Option available on www.evoting.nsdl.com to reset the password.

1. In case of any query pertaining to e-voting, Members may refer to the Frequently Asked Questions (FAQs) for shareholders and e-Voting user manual for shareholders available at the download section of www.evoting.nsdl.com or call at 022-4886 7000 or send a request at evoting@nsdl.com. Any query or grievance connected with the remote e-voting may be addressed to Ms. Pallavi Mhatre, Senior Manager, NSDL, 4[th] Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Email: evoting@nsdl.com, 022-4886 7000.

Members facing any technical issue in login can contact NDSL helpdesk by sending a request at evoting@nsdl.com or call at 022-48867000 and 022-24997000.

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 number 1800 22 55 33.

9

1. The voting rights of members shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-off date i.e.,31.07.2025.

2. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e, 31.07.2025, may obtain the login ID and password by sending a request at evoting@nsdl.com.

3. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following 0224886 7000.

4. Mr. N C Sarabeswaran (Membership No.009861) Senior Partner or in his absence Mr. N S Vivek (Membership No. 206383) Partner of Messrs Jagannathan & Sarabeswaran, Chartered Accountants, will be acting as the Scrutinizer for conducting the voting and remote e-voting process in a fair and transparent manner.

5. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

6. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

7. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company, www.mrftyres.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing and also communicate the same to BSE Limited & National Stock Exchange of India Limited.

EXPLANATORY STATEMENT

Item No. 3

In compliance with the provisions of section 152 of the Companies Act, 2013, Mr. Rahul Mammen Mappillai retires by rotation at the ensuing annual general meeting of the Company. Mr. Rahul Mammen Mappillai being eligible has offered himself for re-appointment.

Mr. Rahul Mammen Mappillai aged about 47 years is on the Board of the Company since 25.11.2010. He holds a B.A. (Hons.) Economics degree from St. Stephen’s College, Delhi and a Masters degree in Business Administration (MBA) from the University of Michigan Ross School of Business, Ann Arbor, USA. He joined the Company as Corporate Manager - Planning and Development in 2003 and rose to the position of Vice President - Planning and Development. In 2010, he was appointed as Whole-time Director of the Company and in 2017 he was appointed as Managing Director of the Company and in 2022 he was re-appointed as Managing Director for a further period 5 years. He has experience in handling all major functions in the Company.

Mr. Rahul Mammen Mappillai holds 4538 shares of the Company. Mr. Rahul Mammen Mappillai is a director of MRF SG PTE. LTD., Singapore and Chennai International Centre. Mr. Rahul Mammen Mappillai is a member of the Finance Committee, CSR Committee and Risk Management Committee of MRF Limited. Mr. Rahul Mammen Mappillai has not resigned from any other listed entity in the past 3 years. During the last financial year, Mr. Rahul Mammen Mappillai attended all the 4 Board meetings of the Company.

The details of remuneration paid to Mr. Rahul Mammen Mappillai for the year 2024-2025 in his capacity as Managing Director of the Company is as follows: (a) Salary and perquisites – 128943987 (b) Commission –108770400 (c) Total `237714387.

Mr. Rahul Mammen Mappillai (being the appointee), Mr. K M Mammen, Chairman and Managing Director (Father), Mrs. Ambika Mammen, Director (Mother) and Mr. Samir Thariyan Mappillai, Whole-Time Director (brother) and their relatives may be deemed to be concerned or interested in the above resolution. Mr. K M Mammen being interested in this resolution, disclosed the nature of his interest and did not participate

10

==> picture [34 x 34] intentionally omitted <==

in the meeting of the Nomination and Remuneration Committee and the Board when the proposal was taken up for consideration and approval. Further, all the above directors have disclosed the nature of their interest and did not participate in the meeting of the Board when this proposal was considered.

None of the other Directors and key managerial personnel are related to Mr. Rahul Mammen Mappillai as defined under the Companies Act, 2013. Further, none of them or their relatives are concerned or interested, financially or otherwise, in the above resolution.

Mr. Rahul Mammen Mappillai has the requisite skills and experience expected of a member of the Board and accordingly, the Board (on the basis of the recommendation of the Nomination and Remuneration Committee) recommends this ordinary resolution for the approval of the shareholders.

Item No. 4

In compliance with the provisions of section 152 of the Companies Act, 2013, Mrs. Ambika Mammen retires by rotation at the ensuing annual general meeting of the Company. Mrs. Ambika Mammen being eligible has offered herself for re-appointment.

Mrs. Ambika Mammen aged about 70 years is on the Board of the Company since 23[rd] April, 2015. Mrs. Ambika Mammen is a Commerce Graduate and graduated with honors from Kolkata University. She did her schooling in Loreto House, Kolkatta. She has experience in administration and management. She is associated with various social associations and involved in social activities.

Mrs. Ambika Mammen holds directorships in Devon Machines Private Limited, Pearl Investments & Finance Co. Ltd., Comprehensive Investment & Finance Company Private Limited, Funskool (India) Ltd., Peninsular Investments Private Limited, Coastal Rubber Equipment Private Limited, Tranquil Investments P. Ltd., Kandathil Investments P. Ltd. and JCEE Manufacturing and Services Private Limited. Mrs. Ambika Mammen is not a member/chairman of any committees of the Board in which she is a Director.

Mrs. Ambika Mammen holds 2489 shares in the Company. During the last financial year, Mrs. Ambika Mammen attended all the 4 Board meetings

of the Company. The sitting fees paid to Mrs. Ambika Mammen for the year 2024-25 is `1,00,000. Mrs. Ambika Mammen has not resigned from any other listed entity in the past 3 years.

Mrs. Ambika Mammen (being the appointee), Mr. K M Mammen, Chairman and Managing Director (Spouse), Mr. Rahul Mammen Mappillai, Managing Director (Son) and Mr. Samir Thariyan Mappillai, Whole-Time Director (Son) and their relatives may be deemed to be concerned or interested in the above resolution.

Mr. K M Mammen being interested in this resolution, disclosed the nature of his interest and did not participate in the meeting of the Nomination and Remuneration Committee and the Board when the proposal was taken up for consideration and approval. Further, all the above directors have disclosed the nature of their interest and did not participate in the meeting of the Board when this proposal was considered.

None of the other Directors and key managerial personnel are related to Mrs. Ambika Mammen as defined under the Companies Act, 2013. Further, none of them or their relatives are concerned or interested, financially or otherwise, in the above resolution.

Mrs. Ambika Mammen has the requisite skills and experience expected of a member of the Board and accordingly, the Board (on the basis of the recommendation of the Nomination and Remuneration Committee) recommends this ordinary resolution for the approval of the shareholders.

Item No. 5

The Board at its meeting held on 7[th] May,2025 on the recommendations of the Audit Committee, has appointed Mr. J. Karthikeyan of M/s. J. Karthikeyan & Associates (Firm Regn No. 102695), Cost Accountant, Chennai as the Cost Auditor to conduct the audit of the cost record of the Company for the financial year ending 31[st] March, 2026 on a remuneration of `8,40,000/- (Rupees Eight Lakhs Forty thousand only) (excluding taxes, as applicable) plus reimbursement of out of pocket expenses and travelling expenses.

M/s. J. Karthikeyan & Associates, specialise in the areas of Cost Audit, implementing Cost Systems/MIS and Consulting. They have been in practice for 10 plus years and have expertise in handling Cost Audit / Cost Compliance Report, Internal Audit, Developing & Implementation of

11

Costing Systems, Bank Stock Audits, Revenue Audits etc. Their clientele is spread across major industries in Pharmaceuticals, Engineering, Automobile, FMCG, Garments, Dairy and Construction.

In accordance with the provisions of section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration as mentioned above, payable to the Cost Auditor is required to be ratified by the shareholders of the Company. The Board recommends the aforesaid resolution for approval of the shareholders.

None of the Directors and key managerial personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the above resolution.

Accordingly, the Board recommends this Ordinary Resolution for the approval of the shareholders.

Item No. 6

In terms of the provisions of Section 204 and other applicable provisions, if any, of the Companies Act 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in accordance with the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations, every listed entity is required to undertake Secretarial Audit by a Peer Reviewed Secretarial Auditors who shall be appointed by the shareholders of the Company, on the recommendation of the Board of Directors, for a term of 5 (five) consecutive years from 1[st] April,2025 to 31[st] March,2030.

Accordingly, based on the recommendations of the Audit Committee, the Board of Directors, at its meeting held on 7[th] May, 2025, subject to the approval of shareholders of the Company, approved the appointment of Messrs Elangovan & Associates, Practicing Company Secretaries (Firm Regn No.P2025TN104500), Chennai, Peer Reviewed by the Institute of Company Secretaries of India, as Secretarial Auditors of the Company to conduct Secretarial Audit for a term of 5 (five) consecutive years from 1[st] April,2025 to 31[st] March, 2030.

Messrs Elangovan & Associates had consented to their appointment as the Secretarial Auditors of the Company and have confirmed that their appointment is in the accordance with section 204 and other applicable provision of the Companies Act, 2013 read with SEBI Listing Regulations and that they fulfil the criteria as specified in clause (a) of Regulation 24A(1A) SEBI Listing Regulations including the test of independence

and have further confirmed that they have not incurred any of the disqualifications as specified by the Securities and Exchange Board of India.

Messrs Elangovan & Associates is a firm led by a team of two partners who are experienced and qualified company secretaries. Their expertise includes focusing on Secretarial Audit, Secretarial Compliance Audit, etc., Over the years, Messrs Elangovan & Associates have built a diverse client base serving companies spread across several industries, like Chemicals, real estate, spinning mills, transport, etc., Earlier, K Elangovan as an individual Practising Company Secretary was appointed as Secretarial Auditor for MRF Limited for the Financial year 2014-16 and he continues to be the Secretarial Auditor of the company till Financial year 2024-2025.

The proposed remuneration approved for the financial year 2025-26 is ` 1,50,000/- (Rupees One Lakh Fifty Thousand only) (excluding taxes, as applicable) in addition to reimbursement of out of pocket expenses and travelling expenses for carrying out Secretarial Audit. The Board of Directors and the Audit Committee shall approve revisions to the remuneration of the Secretarial Auditors, for the balance part of the tenure based on review and any additional efforts on account of changes in regulations, restructuring or other considerations. Besides the secretarial audit services, the Company may also obtain certifications which are to be mandatorily received from the Secretarial Auditors under various statutory regulations from time to time, for which the auditors will be remunerated separately on mutually agreed terms.

Accordingly, consent of the shareholders is sought for approval of the aforesaid appointment of the Secretarial Auditors of the Company.

None of the Directors and key managerial personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the above resolution.

Basis the rationale and justification provided above, the Board recommends Ordinary Resolution for the approval of the shareholders.

By Order of the Board, Place: Chennai S DHANVANTH KUMAR Date: 7[th] May, 2025 Company Secretary

12

MUSCLE IN M TI N

==> picture [150 x 136] intentionally omitted <==

==> picture [157 x 34] intentionally omitted <==

A N N U A L R E P O R T 2 0 2 4 - 2 5

1. CHAIRMAN’S MESSAGE 1 2. NEW PRODUCT LAUNCH 2-4 3. MRF TYREDROME 5 4. OEM RECOGNITION 6 5. ESG 7 6. MRF CORP 8 7. MOTORSPORTS 9 8. GROWTH STORY 10-11 9. BOARD OF DIRECTORS 12 PAGE		PAGE
		10. BOARD’S REPORT 13 11. MANAGEMENT DISCUSSION AND ANALYSIS 38 12. REPORT ON CORPORATE GOVERNANCE 44 13. STANDALONE FINANCIAL STATEMENTS 63 14. BALANCE SHEET 76 15. STATEMENT OF PROFIT AND LOSS 77 16. NOTES FORMING PART OF THE FINANCIAL STATEMENTS 86 17. CONSOLIDATED FINANCIAL STATEMENTS 137 18. FORM AOC-1 200

ANNUAL REPORT 2024 - 25

==> picture [119 x 163] intentionally omitted <==

Dear Shareholders,

The Indian Economy in the fiscal year 2024-25 unfolded as a year of contrasts. The first half witnessed challenging market conditions, while the second half, though showing signs of improvement, fell short of robust recovery expectations. Automobile production was muted compared to the previous year except for the Farm Tractor and Scooter segments in 2-wheelers for the year. The Tyre Industry was faced with unprecedented increases in input costs that reached all-time highs. Although these costs have since moderated, they continue to remain elevated. In response, your Company maintained its disciplined approach to cost management and overheads reduction. The difficult geo-political situation has been prevalent for some time; however, in recent times the risks have become elevated.

Against this challenging backdrop, MRF demonstrated remarkable strategic execution, delivering a consolidated total income of ₹ 28,561 crores-an industry-leading increase of ₹ 3,075 crores over the previous year. This outstanding performance reflects the power of our brand equity and the transformative impact of our organization-wide strategic initiatives, cementing MRF's position as the undisputed market leader in India and a rising brand in the global tyre industry. Your Company's focus on Export Markets continues.

Our relentless pursuit of innovation continues to revolutionize the market landscape. We have strategically expanded our product portfolio with breakthrough solutions spanning two-wheelers to heavy construction equipment vehicles. Our pioneering product launches for next-generation vehicle categories meet our OEM customer expectations and also position MRF at the forefront of the eco-friendly vehicle revolution-a segment experiencing growth and transformation.

During the year as a part of our Sustainability journey, we have increased investments in renewable energy sourcing. We are also implementing low-carbon energy initiatives and working to reduce dependence on freshwater sources in our manufacturing processes.

I extend my sincere gratitude to our shareholders, investors, central and state governments, lenders, suppliers, and customers for their unwavering support. I also thank my esteemed colleagues on the Board for their continued guidance and collaboration.

With warm regards,

K.M. MAMMEN

Chairman & Managing Director

ANNUAL REPORT 2024 - 25

01

PASSENGER CAR TYRES

MRF launches a 20” Ultra High Performance (UHP) tyre for the first time in India engineered with Acoustic Foam Technology (AFT) for low noise.

==> picture [169 x 224] intentionally omitted <==

Specially Engineered Foam

absorbs tyre cavity vibrations and improves in-cabin Acoustic Comfort.

Ultra Low Rolling Resistance tyre increases Range and improves Energy Efficiency.

Asymmetric tread pattern with variable Rib stiffness and 3D sipes for Superior Wet Handling at high speeds.

Clean shoulder and sidewall profiles for Aerodynamic Efficiency and improved performance.

Now available in the following Tyre Sizes:

245/50R20 UHP | 245/55R19 245/60R18

==> picture [125 x 47] intentionally omitted <==

Parts of this tyre have been highlighted for illustration purposes.

ANNUAL REPORT 2024 - 25

02

2-WHEELER TYRES

==> picture [137 x 228] intentionally omitted <==

==> picture [138 x 228] intentionally omitted <==

MRF ZAPPER C1 U

80/100-18 TL

MRF NYLOGRIP PLUS V2

100/90-17 TL / 100/90-17 TT

Sporty, stylish and long-lasting motorcycle tyre for the Commuter Segment

Legendary NPS pattern introduced for Premium Commuter Motorcycles

ANNUAL REPORT 2024 - 25

03

COMMERCIAL VEHICLE TYRES

==> picture [98 x 129] intentionally omitted <==

==> picture [99 x 128] intentionally omitted <==

SCV

==> picture [124 x 147] intentionally omitted <==

PICKUP

==> picture [137 x 165] intentionally omitted <==

HCV

3.75-12 & 90/90-12 E-SAVARI PLUS

E-Savari Plus features a premium skid depth for excellent mileage, block pattern with center rib for stability, all-wheel fitment with good manoeuvrability and enhanced grip and suitable for diverse terrains and driving conditions.

New 185D14 Lug tyre range

Savari Lug Extra was launched as a premium addition to the existing Savari Lug Star range. It features higher skid depth, superior compounding for higher mileage, and a stronger casing for better retreadability.

10.00-20 MUSCLEROK-X N18

Musclerok-X is a heavy-duty mining tyre with rugged nylon construction, chip and cut resistance, and strong casing for better retreadability.

145 R12 STEEL MASTER M162 TL

Steel Master M162 has a block pattern for improved braking and traction, high land-to-sea ratio for superior load carrying capability and a rounder shoulder for improved handling.

ANNUAL REPORT 2024 - 25

04

==> picture [442 x 185] intentionally omitted <==

MRF TYREDROME MUMBAI

Asia’s Finest Tyre and Wheel Care Service.

For over 3 decades, the MRF Tyredrome has been the benchmark for Tyre and Wheel Care Services in India. Company trained technicians operating the finest precision equipment offer a range of world- class services, such as the unique Robotic Wheel Alignment and Safety Test Lane Services , which are designed to enhance vehicle performance, safety and longevity, all in a welcoming and comfortable environment.

ANNUAL REPORT 2024 - 25

05

==> picture [339 x 259] intentionally omitted <==

Awarded and Appreciated

MRF is the leading supplier to most OEMs and has received awards and recognition for excellence in quality and reliability from OEMs across all segments. MRF is the preferred source for most vehicles, including the new generation, eco-friendly electric vehicles.

ANNUAL REPORT 2024 - 25

06

ENVIRONMENT

==> picture [89 x 50] intentionally omitted <==

==> picture [89 x 51] intentionally omitted <==

==> picture [89 x 51] intentionally omitted <==

Renewable Energy

MRF is actively pursuing decarbonization through a focused increase on renewable energy adoption across all manufacturing locations. During FY 2024-25, the company has invested to scale up the share of electricity sourced from green energy.

Low-Carbon Energy Transitions

MRF is focusing on the horizontal deployment of piloted decarbonization projects such as gas-based steam generation, biomass blending, and nitrogen curing to ensure long-term carbon reduction.

Water Conservation

MRF continues to focus on the reduction of reliance on freshwater sources. The key projects taken up during FY 24-25 includes the implementation of enhanced wastewater treatment and recovery systems. The company is currently using 100% desalinated seawater at one of its facilities which enabled it to avoid dependency on freshwater.

SOCIAL

==> picture [89 x 50] intentionally omitted <==

MRF continues its focus on employee well-being, including their health, safety, and upskilling. MRF is committed to creating long-term social impact through its CSR initiatives, with focused interventions in education (including digital classrooms), healthcare, skill development, safe drinking water, rural development, women’s empowerment, environmental sustainability and promotion of sports.

GOVERNANCE

==> picture [89 x 50] intentionally omitted <==

MRF remains committed to a strong Corporate Governance framework that promotes long-term value creation for its stakeholders. The company’s sustainability strategy, goals, and performance are periodically reviewed by the Board of Directors and the ESG Council.

ANNUAL REPORT 2024 - 25

07

==> picture [470 x 35] intentionally omitted <==

The retail business of MRF Corp (Paints Division) grew in value terms across all regions. MRF Paints launched 3 new products and introduced line extensions for 6 existing products.

ANNUAL REPORT 2024 - 25

08

==> picture [242 x 274] intentionally omitted <==

MRF is involved in Motorsports for over 4 decades. MRF offers a wide range of world-class motorsport tyres for rally, circuit racing, kart-cross, student formula, go-kart and motocross competitions. MRF Tyres competes and wins in global championships.

ANNUAL REPORT 2024 - 25

09

==> picture [607 x 368] intentionally omitted <==

----- Start of picture text -----

PROFIT BEFORE TAXATION RESERVES [#]
Consolidated Consolidated
in crores in crores
3656 18484
16699
14703
2787 14028
13409
2479 12210
2109 10833
9734
1737 8637
1653 1652
1434 7220
1070
908
2016 [] 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 [] 2017 2018 2019 2020 2021 2022 2023 2024 2025
MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR MAR
----- End of picture text -----

*For the 18 months period ended 31.03.2016

Including other comprehensive income.

ANNUAL REPORT 2024 - 25

10

|in crores<br>**REVENUE FROM OPERATIONS**<br>**Consolidated**<br>14929<br>16163<br>23008<br>16062<br>22491<br>16240<br>19317<br>25169<br>28153<br>15365<br>2016*<br>MAR<br>2017<br>MAR<br>2018<br>MAR<br>2019<br>MAR<br>2020<br>MAR<br>2021<br>MAR<br>2022<br>MAR<br>2023<br>MAR<br>2024<br>MAR<br>2025<br>MAR|| in crores
NET WORTH
Consolidated|
|---|---|---|
|||8641
13414
14708
10837
7224
9738
12215
14032
16703
18489|
|||2016*
MAR
2017
MAR
2018
MAR
2019
MAR
2020
MAR
2021
MAR
2022
MAR
2023
MAR
2024
MAR
2025
MAR|

*For the 18 months period ended 31.03.2016

ANNUAL REPORT 2024 - 25

11

K.M. MAMMEN

Chairman & Managing Director

ARUN MAMMEN

Vice Chairman & Managing Director

RAHUL MAMMEN MAPPILLAI

Managing Director

SAMIR THARIYAN MAPPILLAI

Whole-Time Director

VARUN MAMMEN Whole-Time Director

Dr. CIBI MAMMEN

AMBIKA MAMMEN

VIMLA ABRAHAM

VIKRAM TARANATH HOSANGADY

RAMESH RANGARAJAN

Company Secretary S. DHANVANTH KUMAR

DINSHAW KEKU PARAKH

Auditors

ARUN VASU

VIKRAM CHESETTY

PRASAD OOMMEN

M M NISSIM & CO LLP, Mumbai SASTRI & SHAH, Chennai

Registered Office: No.114, Greams Road, Chennai - 600 006.

ANNUAL REPORT 2024 - 25

12

==> picture [34 x 34] intentionally omitted <==

										`Crores
Ten Year Financial Summary (Consolidated)	2025	2024	2023	2022	2021	2020	2019	2018	2017	2014-16
Revenue from Operations	28153	25169	23008	19317	16163	16240	16062	15365	14929	22491
Other Income	408	317	253	317	210	335	422	331	331	324
Total Income	28561	25486	23261	19634	16373	16575	16484	15696	15260	22815
Profit Before Taxation	2479	2787	1070	908	1737	1434	1652	1653	2109	3656
Provision for Taxation	610	706	301	239	460	11	521	521	623	1147
Profit after Taxation	1869	2081	769	669	1277	1423	1131	1132	1486	2509
Share Capital	4.24	4.24	4.24	4.24	4.24	4.24	4.24	4.24	4.24	4.24
Reserves*	18484	16699	14703	14028	13409	12210	10833	9734	8637	7220
Non Controlling Interest	0.18	0.17	0.16	0.15	0.14	0.13	0.12	0.12	0.12	0.12
Net Worth	18489	16703	14708	14032	13414	12215	10837	9738	8641	7224
Fixed Assets Gross	24091	22612	20019	16520	15081	14168	10801	9050	7579	6324

• including other comprehensive income

BOARD’S REPORT

Your Directors have pleasure in presenting to you the Sixty Fourth Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2025.

Financial Results ` Crores

Particulars	Standalone	Standalone	Consolidated	Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Total Income Profit before tax	28068 2420	24986 2739	28561 2479	25486 2787
Provision for taxation Profit for the year	597 1823	698 2041	610 1869	706 2081

Standalone Performance Overview

During the financial year ended 31st March, 2025, your Company’s total income was 28068 crores as against 24986 crores in the previous year, recording a growth of 12 %. The profit before tax stood at 2420 crores for the year as against 2739 crores for the previous financial year. The net provision for tax (current tax and deferred tax) for the year is ` 597

crores (previous year 698 crores). After making provision for income tax, the net profit for the year ended 31st March, 2025 is 1823 crores as against ` 2041 crores for the previous financial year.

Despite the increase in total income, profits for the financial year 20242025 declined due to increase in input costs.

The Company’s exports (including Indian Rupee Exports) stood at 2307 crores for the financial year ended 31st March, 2025, as against 1874 crores for the previous year, a growth of around 23%.

There was an overall increase in production volumes in financial year 2024-25, with all product groups showing growth.

In the financial year 2024-25, all the three segments of market viz. replacement, institutional and export registered strong growth.

In addition to conventional ICE vehicles, the Company continues to be a significant player in electric vehicles, supplying tyres to all major original equipment manufacturers in commercial, passenger and two/ three wheeler segments.

A slew of new SKUs launched in various categories like Passenger, Motorcycle, Truck, LCV and OTR have given an impetus to growth in the current year.

13

Raw material cost marginally softened in the 4[th] quarter compared to the levels in 3[rd] quarter, which was partially offset by Rupee depreciating against the Dollar. Company effected price increases during the year, which offset the impact of increase in input cost to some extent.

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (herein after referred to as “SEBI Listing Regulations”) the Management Discussion and Analysis Report is attached and forms part of this Report.

Dividend

Two interim dividends of 3/- each per share (30% each) for the financial year ended 31[st] March, 2025 were declared by the Board of Directors on 8[th] November, 2024 and on 6[th] February, 2025. The Board of Directors is pleased to recommend a final dividend of 229/- (2290%) per share of 10 each on the paid up equity share capital of the Company, for consideration and approval of the shareholders at the forthcoming Annual General Meeting which shall be subject to deduction of applicable income tax at source. The total dividend for the financial year ended 31[st] March, 2025 works out to 235/- (2350%) per share of ` 10 each. The above dividend declared by the Company is in accordance with the dividend distribution policy of the Company.

The Directors recommend that after considering provision for taxation and the dividend paid during the year, an amount of 1738 crores be transferred to general reserve. With this, the Company’s Reserves and Surplus (including other comprehensive income) stands at 18172 crores.

Industrial Relations

Overall, the industrial relations in all our manufacturing units have been cordial. Long Term wage settlements have been concluded in our factories viz., Puducherry and Goa. Both production and productivity were maintained at the desired satisfactory levels throughout the year in all plants.

Consolidated Financial Results and Performance of Subsidiaries

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated total income for 2024-25 was 28561 crores and consolidated profit before tax was 2479 crores.

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements, consolidated financial statements along with the relevant documents and audited accounts of subsidiaries are available on the website of the Company.

The Company has four subsidiaries viz. MRF Corp Limited, MRF International Limited, MRF Lanka (P) Ltd. and MRF SG PTE. LTD. The aggregate turnover of all four subsidiaries in equivalent Indian Rupees during the financial year ended 31[st] March, 2025 was 3739 crores and the aggregate profit after taxation for the year was 51 crores.

A statement in Form AOC-1, containing the salient features of the financial statements of the Company’s subsidiaries is attached with the financial statements. The statement provides details of performance and financial position of each of the subsidiaries.

The contribution of the subsidiaries to the overall performance of the Company is given in note 25 (d) of the consolidated financial statements.

Directors’ Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013, your Directors state that:

• a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

• b) They have, in selection of the accounting policies, consulted the statutory auditors and applied them consistently, making judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31[st] March, 2025;

• c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• d) Annual accounts have been prepared on a going concern basis;

• e) Internal financial controls had been laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; and

14

==> picture [34 x 34] intentionally omitted <==

• f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

Risk Management

The Company has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under the Companies Act, 2013 read with Regulation 21 of the SEBI Listing Regulations. The Company has constituted a Risk Management Committee of the Board comprising of executive directors and an independent director of the Company as required under SEBI Listing Regulations. The Committee reviews the risk management initiatives taken by the Company including the framework for identification of risks, the measures taken for risk mitigation, implementation of the measures identified for risk mitigations, business continuity plan, sustainability related matters and to monitor and oversee the implementation of the risk management policy on a half yearly basis. During the year, the Committee met on 14[th] October, 2024 and 28[th] March, 2025.

Adequacy of Internal Financial Control

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has put in place well defined procedures, covering financial and operating functions. Delegation of authority and segregation of duties are also addressed to ensure that the financial transactions are properly authorized. Further the Company has an integrated ERP system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis. The Internal audit department reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee. These, in the view of the Board, are designed to collectively provide an adequate system of internal financial control with reference to the financial statements commensurate with the size and nature of business of the Company.

• Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required to be given under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure I, forming part of this Report.

Corporate Social Responsibility (CSR)

As required under section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. CSR Policy is available on the Company’s website: https://www.mrftyres.com/ investor-relations/corporate-social-responsibilty . The annual report on CSR activities during the financial year ended 31[st] March, 2025 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure II forming part of this Report.

Board and Key Management Personnel

During the year under review, consequent to the completion of their second term, Mr. Ashok Jacob (DIN: 00018605), Mr. V Sridhar (DIN: 00020276), Mr. Vijay R Kirloskar (DIN: 00031253), Mr. Ranjit I Jesudasen (DIN: 00020181), Dr. Salim Joseph Thomas (DIN: 00033022) and Mr. Jacob Kurian (DIN: 00860095) ceased to be Independent Directors with effect from the close of business hours of September 28, 2024. The Board places on record its sincere appreciation and gratitude to Mr. Ashok Jacob, Mr. V Sridhar, Mr. Vijay R Kirloskar, Mr. Ranjit I Jesudasen, Dr. Salim Joseph Thomas and Mr. Jacob Kurian for the valuable services rendered by them during their tenure on the Board.

As required under Section 152 of the Companies Act, 2013, Mr. Rahul Mammen Mappillai (DIN: 03325290), Managing Director and Mrs. Ambika Mammen (DIN: 00287074), Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations and that they are independent from Management.

15

The Board is of the opinion that all the Independent Directors of the Company are person’s of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have been registered with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline and have also qualified/exempted from passing online proficiency self assessment test as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Performance evaluation of the Board, its Committees and Directors

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulation. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations etc.

The Board also carried out an evaluation of the performance of the individual Directors (excluding the Director who was evaluated) based on their attendance, participation in deliberations, understanding the Company’s business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and independence from management.

Corporate Governance

In accordance with Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance along with the Auditors’ Certificate confirming compliance is attached and forms part of this Report.

Following information required to be disclosed as per the Companies Act, 2013 are set out in the Corporate Governance Report:

• a) Number of Board meetings held - Para 2(c) of the Corporate Governance Report.

• b) Constitution of the Audit Committee and related matters - Para 3(ii) and 14(o) of the Corporate Governance Report.

• c) Remuneration Policy of the Company (including director’s remuneration)- Para 7a of the Corporate Governance Report.

• d) Company’s policy on directors’ appointment including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 - Para 5, 6 of the Corporate Governance Report. The nomination and remuneration policy is also available on the website of the Company. https://www.mrftyres.com/downloads/download. php?filename=nominatio-%20and-remuneration-policy.pdf

• e) Related Party Transactions - Para 14(a) of the Corporate Governance Report. During financial year 2024-2025, the total value of transactions executed with MRF SG PTE. LTD., exceeded the materiality threshold adopted by the Company. These transactions were in the ordinary course of business and were on an arm’s length basis, details of which are provided in Annexure IV of the Board’s Report as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

• f) Vigil Mechanism/Whistle Blower Policy - Para 14 (c) of the Corporate Governance Report.

The details of related party transactions are given in note 27c of the financial statements.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report [BRSR] of the Company for the financial year ended 31[st] March 2025 in the prescribed format giving an overview of the initiatives taken by the Company from an environmental, social and governance perspective, including reasonable assurance on BRSR Core indicators from SGS India Pvt. Ltd., Mumbai is available on the website of the Company. www.mrftyres.com. Weblink: https://www. mrftyres.com/investor-relations/business-responsibility-and-sustainabilityreport

16

==> picture [34 x 34] intentionally omitted <==

Particulars of Employees

Disclosures with respect to the remuneration of the Directors, KMP’s and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V to this Report.

Further, the disclosures pertaining to remuneration of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the appendix forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished to the members.

Details regarding compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given in the Corporate Governance Report.

Deposits

Your Company had discontinued acceptance of fixed deposits with effect from 31[st] March, 2019 and all deposits have been repaid. No fresh deposits have been accepted subsequently.

Auditors

Messrs. M M Nissim & CO LLP, Chartered Accountants, (Firm Regn No.107122W / W100672), Mumbai and Messrs. Sastri & Shah, Chartered Accountants (Firm Regn No.: 003643S), Chennai were appointed as joint statutory auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the Company held on 12[th] August, 2021 and 4[th] August, 2022.

Auditors Report to the shareholders for the financial year ended 31[st] March, 2025, does not contain any qualification.

Cost Audit

The Board of Directors, on the recommendations of the Audit Committee, has approved the appointment of Mr.J. Karthikeyan of M/s. J. Karthikeyan & Associates, (Firm Reg No.102695), Cost Accountant, Chennai as Cost Auditor of the Company for the financial year ending 31[st] March, 2026, under section 148 of the Companies Act, 2013, and recommends ratification of his remuneration by the shareholders at the forthcoming Annual General Meeting of the Company.

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr.K Elangovan, Elangovan & Associates, Practising Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31[st] March, 2025. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III, to this Report. The Secretarial Auditor’s Report to the shareholders does not contain any qualification.

Further, in terms of the SEBI Listing Regulations, the Board has recommended appointment of Messrs. Elangovan & Associates, Practising Company Secretaries (Firm Regn No. P2025TN104500), Chennai as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from 2025-26. The appointment will be subject to shareholder’s approval at the ensuing AGM.

Annual Return

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company’s website: www.mrftyres.com. Weblink: https://www.mrftyres.com/investorrelations/annual-return

Other Matters

There are no material changes and commitments affecting the financial position of the Company between the financial year ended 31[st] March, 2025 and the date of this report.

17

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

During the year under review, the Company has not given any loan or security or guarantee in terms of section 186 of the Companies Act, 2013. Details of investments as required under section 134 of the Companies Act, 2013 is given in note 3 to the financial statements.

During the year under review, the Board confirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

During the year under review, no fraud has been reported by the auditors to the audit committee or the board.

During the year under review, there is no change in the nature of business

During the year under review, no shares with differential voting rights and sweat equity shares have been issued.

As regards Cost Audit Records, it is confirmed that the Company is covered by Cost Audit Records Rules under section 148(1) of the Companies Act, 2013 and accordingly, such accounts and all relevant records are maintained by the Company.

Appreciation

Your Directors place on record their appreciation of the invaluable contribution made by the Company’s employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continued support and encouragement.

of your Company.

During the year under review, no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

During the year under review, the requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Chennai 07[th] May, 2025

On behalf of the Board of Directors

K M MAMMEN Chairman & Managing Director DIN: 00020202

18

==> picture [34 x 34] intentionally omitted <==

ANNEXURE I TO THE BOARD’S REPORT

A. CONSERVATION OF ENERGY

Energy conservation is a key practice of reducing the amount of energy used in the manufacturing plants and related functions. we have undertaken continuous improvement program to reduce specific consumption of fuel, power, water and carbon footprints. Benchmarking of best performance, base lining of best consumption and identification of losses is considered for setting targets. Energy monitoring system data is analysed to arrive at improvements. Focus on renewable energy, alternate fuels, bio fuels, usage of cleaner fuels with lower carbon foot prints and optimization of operational efficiencies are being evaluated for reduced environmental impacts.

• (i) The steps taken or impact on energy conservation:

The following measures implemented to reduce specific fuel consumption.

• a) Improvements initiated by process owners to optimize the process lines and minimize losses and wastages.

• b) Bench marking of targets based on best performances and improvements based on fortnightly performance assessment from energy monitoring system.

• c) Optimizing steam- consumption by restoring insulation in process lines and equipment to minimize energy loss.

• d) Horizontal deployment of nitrogen based process to minimize the process energy requirement.

• e) Process waste heat recovery to optimize steam generation and energy consumption.

The following measures were implemented to reduce specific power consumption.

• a) Implementation of natural ventilation system there by eliminating forced ventilation to minimize energy consumption.

• b) Implementation of Energy efficient Air Handling Unit (AHU) in Heating, Ventilation and Air Conditioning (HVAC) system to reduce power consumptions.

• c) Implementation of solar based systems for lighting and heating application.

• d) Horizontal deployment of energy efficient lighting to reduce energy.

• e) Horizontal deployment of frequency controllers to optimize speed of pumps to reduce power consumption.

• f) Optimization of cooling water pump based on process requirements.

• g) Pneumatic to motorized conversion of process components thereby to reduce energy consumption.

• (ii) The following steps were taken by company to increase utilization/ alternate source of energy.

• a) Extended usage of biomass blending in the existing coal based steam generation system to reduce carbon foot print.

• b) Extended sourcing of renewable energy with focus on reduction of carbon foot prints.

• c) Horizontal deployment of waste water treatment plants to reuse the treated water in process.

• (iii) Capital investment on energy conservation projects:

Investments have been carried out for energy conservation proposals resulting in long term saving impact and reduction of losses in the system.

Key projects initiated are listed below.

• a) Extension of natural ventilation systems in place of forced ventilation systems to reduce power consumption.

• b) Horizontal deployment of energy efficient HVAC system.

19

• c) Optimization of steam and power consumption by process improvements.

• d) Waste heat energy utilization in HVAC system to reduce power consumption.

• e) Increased recovery of waste heat to improve Boiler efficiency.

• f) Procurement of lower specific power consumption equipment and utilizing to maximum level to reduce total energy consumption.

• g) Extension of nitrogen cure system to reduce the energy consumption.

• h) Increased usage of cleaner fuels, renewable energy usage towards sustainability and carbon neutrality.

Key on – going proposals are as listed below:

• a) Dashboards to monitor the equipment instantaneous performance to optimize the energy consumption and minimize energy losses.

• b) Recycling of municipal waste water, effluent treatment plant (ETP) and waste water recovery plants to reuse in process.

• c) Extended initiatives towards sustainability and alternate source of energy to reduce carbon foot prints.

• d) Initiative on Energy Management System (EnMS) systems thereby creating awareness on energy conservation and to ensure system on energy consumption reduction.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption:

Our Company has a robust in-house R&D for new technology generation and product excellence. However, towards continued excellence in the ever-evolving technology scenario,

we embark on innovative R&D projects with Institutions of Eminence in India and abroad. The projects cover a broad range of comprehensive advanced scientific understanding of interfaces & interphases of tyres, development of advanced- and sustainable raw materials (bio-derived and circular materials), advancement of cutting-edge simulation capabilities to reduce the requirement of physical prototypes and their testing, and development of nano- and nanostructured materials with the overall stated goal of the Company to continuously advance sustainable tyre technologies.

2. Benefits derived like product improvement, cost reduction, product development or import substitution:

The in-house and external R&D programs’ resulted in generation of new knowledge and capabilities, development of new products & processes into its portfolio and ‘product improvements- and ranges’ to meet customer expectations, in addition to international publications and patents. On product improvement front, we have adopted sustainability as the major pillar. We have improved the share of sustainable materials in all our tyres. For regulatory compliance under R117 and AIS 142 standards, we developed several low RR tyres (without a compromise in safety and durability) and tyres with low pass-by-noise incorporating state-of-the-art technologies which have been approved by Indian and global passenger car OEMs. Similar activities are underway for tyres in the commercial segment as well. To improve in-cabin acoustic comfort in high-end EV cars, we have developed a process to incorporate polyurethane foam inside tyres.

Towards import substitution, we have initiated development programs with domestic suppliers for raw materials such as sulphur, accelerators, antioxidants, butyl rubber, halobutyl rubber, microcrystalline wax, performance resins, polyester, nylon, Silica anti-reversion agents, filler coupling / process agents, etc. This has resulted in import substitution and hence cost-saving and is a step towards the Atmanirbhar Bharat initiative of the Govt. of India.

20

==> picture [34 x 34] intentionally omitted <==

3. Details of imported technology (imported during last 3 years reckoned from the beginning of the financial year).

No technology was imported during the last 3 years and MRF is self-reliant on tyre technology for several decades.

4. Expenditure incurred on Research and Development:

	(`Crores)
R & D Expenses	2024-2025
(a) Capital	20.79
(b) Recurring	204.71

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

	(`Crores)
	2024-2025
Foreign Exchange Earnings*	2059.95
Foreign Exchange Outgo	5696.36
* Excluding export sales in Indian Rupees

On behalf of the Board of Directors Chennai K M MAMMEN 07[th] May, 2025 Chairman & Managing Director DIN: 00020202

21

ANNEXURE II TO THE BOARD’S REPORT

ANNUAL REPORT ON CSR ACTIVITIES FOR FINANCIAL YEAR ENDED 31[st] MARCH, 2025

1. Brief outline on CSR Policy of the Company:

The CSR activities carried out by the Company are in accordance with the CSR Policy, as formulated by the CSR Committee and approved by the Board. The broad objectives, as stated in the CSR Policy, includes supporting causes concerning healthcare, education, rural development, providing safe drinking water, skill development, sports training, disaster management and environmental protection.

1. Composition of CSR Committee:

Sl. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee entitled to attend during theyear	Number of meetings of CSR Committee attended during theyear
1	Mr. K M Mammen	Chairman & Managing Director & Chairman of CSR Committee	4	4
2	Mr. Arun Mammen	Vice Chairman & Managing Director & Member of CSR Committee	4	4
3	Mr. Rahul Mammen Mappillai	ManagingDirector & Member of CSR Committee	4	4
4	Mr. Vikram Chesetty	Independent Director & Member of CSR Committee	4	4
5	Mr. Ranjit IJesudasen	Independent Director & Member of CSR Committee	2	2

• a. Mr. Vikram Chesetty was appointed as Member of CSR Committee with effect from 1[st] April, 2024.

• b. Mr. Ranjit I Jesudasen ceased to be Independent Director & Member of CSR Committee with effect from the close of business hours on 28[th] September, 2024 upon completion of his tenure on the Board.

• Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: https://www.mrftyres.com/investor-relations/corporate-social-responsibilty

• Provide the executive summary along with the web link of Impact assessment of CSR projects carried out in pursuance of sub rule (3) of rule 8, if applicable: Web link : https://www.mrftyres.com/investor-relations/corporate-social-responsibilty

As per Rule 8(3) of the Companies (CSR) Policy Rules, 2014, an impact assessment is required to be carried for projects whose outlay exceeds ` 1 crore after a period of 12 months from the completion of the project. Accordingly, impact assessment was carried out in respect of CSR Projects, for the financial year 2022-23 (i) MRF Pace Foundation, (ii) MRF Institute of Driver Development and (iii) Construction and Development of School Building & Sports Facility, Gambhiraopet, Telangana. The executive summary in respect of these assessments are given below: -

Executive Summary of Impact Assessment Report

MRF Pace Foundation : Established in 1988, the MRF Pace Foundation has been instrumental in transforming the fast-bowling landscape in Indian cricket. Under the guidance of Mr. Dennis Lillee and Mr. Glenn McGrath, the Foundation has grown into a premier training centre offering structured coaching

22

==> picture [34 x 34] intentionally omitted <==

and advanced facilities, including international-standard turf and astro-turf wickets, a fully equipped gymnasium, swimming and recovery pools and a video analysis room.

The MRF Pace Foundation’s 2022-23 training batch comprised 28 fast bowling trainees selected through a rigorous scouting and trial process overseen by Mr. Glenn McGrath, from diverse regions such as Tamilnadu, Karnataka, Punjab, Jharkhand, Maharashtra, Bihar, Delhi, Haryana, J&K, Telangana, Chhattisgarh and Uttar Pradesh. The training program incorporated personalised plans based on physiotherapy, fitness and skill evaluations, progressing through technical refinement, full run-up bowling, skill consolidation, fitness enhancement and intensive match simulations. The inclusion of match scenario training led by Mr. Glenn McGrath and practice matches against the Australian Cricket Academy provided invaluable competitive exposure.

This state-level development forms the crucial base for spotting and refining cricketing talent across India. Overall during 2022-2023 season, 3 trainees represented their states at the Ranji Trophy level, 19 trainees represented their states Under 23 Category level and 6 trainees represented their states Under 19 Category level. The amount spent during the period 2022-2023 was `705 lakhs.

MRF Institute of Driver Development (MIDD) : MIDD tackles India’s road safety challenges by offering comprehensive training to both heavy and light motor vehicle drivers. In 2022-23, it trained 114 individuals, focusing on driving skills, safety, soft skills, and maintenance, resulting in job placements including international opportunities and entrepreneurial ventures. Its training model aligns with national and global safety goals, enhancing driver competence and road safety. The amount spent during the period 2022-23 was ` 140 lakhs.

Construction and Development of School Building & Sports Facility, Gambhiraopet, Telangana : Aligned with the State Government’s mission to improve government school infrastructure, this CSR project renovated a key high school. It included new ventilated classrooms, science and computer labs, a hygienic dining hall and a FIFA-standard multipurpose sports facility with advanced lighting and rainwater management. The project improved student enrollment, attendance, health and academic outcomes, while fostering community trust and encouraging physical fitness via quality sports amenities. Teacher feedback indicates enhanced classroom engagement, promoting holistic education and inclusivity. The amount spent during the period 2022-23 was ` 400 lakhs.

1. (a) Average net profit of the Company as per section 135(5) : `14,91,15,86,500

2. (b) Two percent of average net profit of the company as per section 135(5): `29,82,31,730

3. (c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NA

4. (d) Amount required to be set off for the financial year, if any : NA

5. (e) Total CSR obligation for the financial year ((b)+(c)-(d)) : `29,82,31,730

23

1. (a) Amount spent on CSR projects (both Ongoing project and other than ongoing project : `13,72,00,256

2. (b) Amount spent on Administrative Overheads: `68,60,013

3. (c) Amount spent on Impact Assessment, if applicable: `7,08,000

4. (d) Total amount spent for the Financial Year ( (a) + (b) + (c ) ): `14,47,68,269

5. (e) CSR Amount spent or unspent for the Financial Year:

|Total Amount Spent
for the financial year
(**)**|<br>**Amount unspent(in**)|
Amount unspent(in**)**|<br>**Amount unspent(in**)|
Amount unspent(in**)**|<br>**Amount unspent(in**)|
|---|---|---|---|---|---|
||
Total Amount Transferred to Unspent
CSR Account asper Section 135(6)||Amount Transferred to any Fund Specified under Schedule
VII asper Second Proviso to Section 135(5)|||
||Amount in(`)|Date of Transfer|Name of the Fund|Amount|Transfer|
|14,47,68,269|15,34,63,461|28.04.2025|NA|NA|NA|

• (f) Excess amount for set off, if any: NIL

• Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

|Sl.
No|Preceding
Financial
Year(s)|Amount
transferred to
Unspent CSR
Account u/s 135
(6) ( In**)**|**Balance amount**<br>**in unspent CSR**<br>**account u/s**<br>**135(6) (In**)|Amount spent
in the reporting
financial year
(In**)**|**Amount transferred to**<br>**any fund specified under**<br>**schedule VII as per section**<br>**135(6),if any**|**Amount transferred to**<br>**any fund specified under**<br>**schedule VII as per section**<br>**135(6),if any**|**Amount**<br>**remaining to**<br>**be spent in**<br>**succeeding**<br>**financial years**<br>**(In**)|Deficiency If
any|
|---|---|---|---|---|---|---|---|---|
||||||Amount
(In`)|Date of
transfer|||
|1|2023-24|5,82,24,272|2,28,34,567|3,53,89,705|NIL|NA|2,28,34,567|NA|
|2|2022-23|11,64,40,410|1,12,74,529|1,36,84,487|NIL|NA|1,12,74,529|NA|
|3|2021-22|16,30,55,986|NIL|NIL|NIL|NA|NIL|NA|

1. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes

2. If yes, enter the number of capital assets created/ acquired –37 nos

3. Furnish the details relating to such assets so created or acquired through corporate social responsibility amount spent in the Financial Year:

24

==> picture [34 x 34] intentionally omitted <==

Sl. No.	Short Particulars of the Asset(s)	PIN code of the property or Asset(s)	Date of creation	Amount of CSR Amount spent (in`)	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner
					CSR Reg. No (if applicable)	Name	Registered Address
1	JCB Machine Arakkonam Municipality, No.110, Municipal Office, Gandhi Road, Arakkonam, Ranipet District,Tamil Nadu, India.	631003	04.04.2024	34,50,736	NA	Municipal Commissioner	Arakkonam Municipality, No 110, Municipal Office, Gandhi Road, Arakkonam, PIN - 631003, Ranipet District, Tamil Nadu, India.
2	School Furniture, learning aid and Electronic Equipment Don Bosco Nursery & Primary School, Ichiputhur Village, Arakkonam TK, Ranipet District, Tamil Nadu,India.	631003	08.10.2024	6,89,999	CSR00056686	Correspondent.	Don Bosco Nursery & Primary School, Ichiputhur Village, Arakkonam TK, PIN - 631003, Ranipet District, Tamil Nadu, India. Government
3	School Furniture and Printer. Government Panchayat Union Primary School, Mudur Village, Arakkonam Taluk, Ranipet District, Tamil Nadu,India.	631003	25.03.2025	4,03,049	NA	Headmistress	Government Panchayat Union Primary School, Mudur Village, Arakkonam Taluk, PIN - 631003, Ranipet District, Tamil Nadu, India.
4	Desktop Computers and Incinerator Government Girls Higher Secondary School, Tiruttani, Tiruvallur District, Tamil Nadu,India	631209	24.07.2024	5,98,090	NA	Headmistress	Government Girls Higher Secondary School, Tiruttani, PIN - 631209, Tiruvallur District, Tamil Nadu, India
5	Construction of Chain link mesh compound wall, Cricket Net and Sports Equipment Government High School Ganje, Usgao, Ponda, Goa, India	403407	19.09.2024	8,70,665	NA	Headmistress	Government High School Ganje, Usgao, Ponda, PIN - 403407, Goa, India

25

Sl. No.	Short Particulars of the Asset(s)	PIN code of the property or Asset(s)	Date of creation	Amount of CSR Amount spent (in`)	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner
					CSR Reg. No (if applicable)	Name	Registered Address
6	60 Seater School Bus Bhausaheb Bandodker Shikshan Sanstha - V.S. Laad Higher Secondary School, Pilliem – Darbandoda, Goa,India	403406	10.06.2024	33,24,963	CSR00048279	Principal	Bhausaheb Bandodker Shikshan Sanstha - V.S. Laad Higher Secondary School, Pilliem – Darbandoda - 403406
7	Ambulance Primary Health Centre, Pilliem - Dharbandora, South Goa District,Goa,India	403406	09.12.2024	24,53,695	NA	Health Officer	Primary Health Centre, Pilliem - Dharbandoda, South Goa District, PIN - 403406, Goa,India
8	Automatic Cloth Bag Vending Machine Ponda Municipal Council, Tisk Road Ponda, North Goa District, Goa,india	403401	12.06.2024	3,63,500	NA	Chief Officer, Ponda Municipal Council	Ponda Municipal Council, Tisk Road Ponda, North Goa District, PIN - 403401, Goa, india
9	Furniture & Other Office Infrastructure Village Panchayat Usgao - Ganjem, Ponda, Dist - South Goa,India	403401	12.09.2024	8,07,086	NA	Panchayat Head	Village Panchayat Usgao - Ganjem, Ponda, Dist - South Goa, PIN - 403401, Goa, India
10	Funeral Vehicle / Hearse Van Sankhali Municipal Council, Dist - North Goa, India	403505	02.04.2024	19,32,355	NA	Chief Officer, Sankhali Municipal Counci	Sankhali Municipal Council, Dist - North Goa, PIN - 403505,Goa, India
11	Sporting Equipment MRF Pace Foundation, MCC School, Chetpet, Chennai, Tamil Nadu,India	600031	31.03.2025	3,08,792	CSR00001396	The Chief Coach	MRF Foundation, No.114, Greams Road, Chennai 600006, Tamil Nadu, India

26

==> picture [34 x 34] intentionally omitted <==

Sl. No.	Short Particulars of the Asset(s)	PIN code of the property or Asset(s)	Date of creation	Amount of CSR Amount spent (in`)	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner
					CSR Reg. No (if applicable)	Name	Registered Address
12	Motor Cycle & Bus MRF Institute of Driver Development, 1/16 Madhavaram High Road, Vadagarai, Red Hills, Chennai, Tamil Nadu,India	600052	31.03.2025	25,01,263	CSR00001396	Administrator	MRF Institute of Driver Development, 1/16 Madhavaram High Road, Vadagarai, Red Hills, Chennai, PIN - 600052, Tamil Nadu, India
13	Road Tarring Vijayapuram Panchayat, Vadavathur, Kottayam, Kerala,India.	686010	06.04.2024	11,55,547	NA	Panchayat President	Vijayapuram Panchayat, Vadavathur, Kottayam, PIN - 686010, Kerala, India.
14	Smart Classroom Equipment Government Boy’s Higher Secondary School, Puthupally, Kottayam,Kerala,India.	686011	21.11.2024	7,00,035	NA	Principal	Government Boys Higher Secondary School, Puthupally, Kottayam, PIN - 686011, Kerala, India.
15	Smart Classroom Equipment Government High School, Vadavathur, Kottayam, Kerala,India.	686010	21.11.2024	7,00,035		Headmistress	Government High School, Vadavathur, Kottayam,PIN - 686010, Kerala, India.
16	Smart Classroom Equipment Mar Baselious Public School, Manganam, Kottayam, Kerala,India.	686018	21.11.2024	7,00,035		Manager	Mar Baselious Public School, Manganam, Kottayam, PIN - 686018, Kerala.
17	Smart Classroom Equipment St. George’s Govt. VHSS, Puthupally, Kottayam, Kerala,India,	686 011	21.11.2024	7,00,035	NA	Headmistress	St. George’s Govt. VHSS, Puthupally, Kottayam, PIN - 686 011, Kerala, India.

27

Sl. No.	Short Particulars of the Asset(s)	PIN code of the property or Asset(s)	Date of creation	Amount of CSR Amount spent (in`)	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner
					CSR Reg. No (if applicable)	Name	Registered Address
18	Construction of Compound Wall, Septic Tank and Sump Kasturba Gandhi Balika Vidyalaya (KGBV), Jogipet (V), Andole (M), Sangareddy Dist, Telangana,India.	502273	06.11.2024	76,69,595	NA	Special Officer	Kasturba Gandhi Balika Vidyalaya (KGBV), Jogipet (V), Andole (M), Sangareddy Dist, PIN - 502273, Telangana, India
19	Hearse Service Vehicles and Body Freezer Box Integrated Collectorate Complex, Sangareddy, Telangana,India	502001	09.09.2024	23,31,680	NA	Additional Collector	Additional Collector, Integrated Collectorate Complex, Sangareddy, PIN - 502001, Telangana, India
20	Laying Concrete Road District Industries Centre, Sangareddy,Telangana,India.	502001	06.11.2024	15,12,078	NA	General Manager	General Manager, District Industries Centre, Sangareddy, PIN - 502001,Telangana, India
21	Ambulance Vehicle Government Hospital for Chest Diseases, Gorimedu, Puducherry, India.	605006	01.07.2024	13,37,087	NA	Medical Superintendent	Medical Superintendent, Government Hospital for Chest Diseases, Gorimedu, PIN - 605006, Puducherry,India.
22	Furniture and Other Equipment Panchayat Union Primary School, Pallipudupattu, Kandamangalam Block, Villupuram Taluk, Tamil Nadu, India.	605106	28.06.2024	6,11,594	NA	Headmistress	Headmistress, Panchayat Union Primary School, Pallipudupattu, Kandamangalam Block, Villupuram Taluk, PIN - 605106, Tamil Nadu,India.
23	Printer and Water Cooler Eripakkam Sub Station, Eripakkam-Kalmandapam Puducherry, India	605106	28.06.2024	55,812	NA	Assistant Engineer	Assistant Engineer, 110/22KV Eripakkam Sub Station, Eripakkam-Kalmandapam PIN - 605106, Puducherry, India.

28

==> picture [34 x 34] intentionally omitted <==

Sl. No.	Short Particulars of the Asset(s)	PIN code of the property or Asset(s)	Date of creation	Amount of CSR Amount spent (in`)	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner
					CSR Reg. No (if applicable)	Name	Registered Address
24	Lawn Mower Dr. Abdul Kalam Science Centre & Planetarium, 22/25 first cross road, Kurinji Nagar, Lawspet, Puducherry, India.	605008	16.07.2024	99,501	NA	Director	Director, Department of Science, Technology & Environment, Puducherry Council for Science and Technology, Anna Nagar, PIN - 605005, Puducherry,India.
25	Drone Camera Superintendent of Police (West), Office of Superintendent of Police, Opposite Raja Marriage Hall, East Coast Rd, Villianur, Puducherry,India.	605110	09.12.2024	3,27,096	NA	Superintendent of Police	Superintendent of Police (West), Office of Superintendent of Police, Opposite Raja Marriage Hall, East Coast Rd, Villianur, PIN - 605110, Puducherry, India.
26	50 CCTV Cameras & 2 Computers SP Office Perambalur, District Collectorate Perambalur, Tamil Nadu,India.	621212	26.07.2024	10,51,295	NA	Superintendent of Police	SP Perambalur, District Collectorate Perambalur, PIN - 621212, Tamil Nadu, India.
27	Installation of 8 KW Solar Panel System Vidyasram, No.332/2 Chettikulam Main Road, Senjeri, Perambalur, Tamil Nadu,India.	621107	26.07.2024	4,60,840	CSR00047295	Executive Director	Human Uplift Trust, 332/2 Chettikulam Main Road, Senjeri, Perambalur, PIN - 621107, Tamil Nadu, India.
28	Operation Theatre Table and Ultra Sonogram Machine Stanley Hospital, Washermenpet, Tondiarpet Fort St George, Chennai, Tamil Nadu,India.	600001	25.09.2024	47,42,064	NA	Resident Medical Officer	Resident Medical Officer, Stanley Hospital, Washermenpet, Tondiarpet Fort St George, PIN - 600001, Chennai, Tamil Nadu, India.

29

Sl. No.	Short Particulars of the Asset(s)	PIN code of the property or Asset(s)	Date of creation	Amount of CSR Amount spent (in`)	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner
					CSR Reg. No (if applicable)	Name	Registered Address
29	Furniture, Water Tank, Computers and Other Electronic Equipment Chennai Middle School, Ramanthapuram, Chennai, Tamil Nadu,India.	600019	26.11.2024	7,04,035	NA	Headmistress	Chennai Middle School, Ramanthapuram, Chennai PIN - 600019, Tamil Nadu, India.
30	Furniture, Computers and Other Electronic Equipment Government High School, Manali New Town, Manali, Thiruvallur,Tamil Nadu,India.	600103	26.11.2024	6,23,249	NA	Headmaster	Government High School, Manali New Town, Manali, Thiruvallur, PIN - 600103, Tamil Nadu, India.
31	Furniture, Computers and Other Electronic Equipment Chennai Middle School, AIR Nagar, Tsunami Quarters, Ernavoor, Chennai, Tamil Nadu, India.	600057	09.12.2024	8,82,611	NA	Headmistress	Chennai Middle School, AIR Nagar, Tsunami Quarters, Ernavoor, Chennai, PIN - 600057, Tamil Nadu, India.
32	Computers and Other Electronic Equipment Chennai Primary School, Market Lane, Thiruvottiyur South, Kaladipet, Thiruvottiyur, Chennai,Tamil Nadu,India.	600019	26.11.2024	56,876	NA	Headmistress	Chennai Primary School, Market Lane, Thiruvottiyur South, Kaladipet, Thiruvottiyur, Chennai, PIN - 600019, Tamil Nadu, India.
33	Furniture and Computers Chennai High School, Market Lane, Thiruvottiyur South, Kaladipet, Thiruvottiyur, Chennai PIN - 600019, Tamil Nadu, India.	600019	26.11.2024	1,13,516	NA	Headmaster	Chennai High School, Market Lane, Thiruvottiyur South, Kaladipet, Thiruvottiyur, Chennai PIN - 600019, Tamil Nadu, India.

30

==> picture [34 x 34] intentionally omitted <==

Sl. No.	Short Particulars of the Asset(s)	PIN code of the property or Asset(s)	Date of creation	Amount of CSR Amount spent (in`)	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner	Details of the entity or authority or beneficiary of the registered owner
					CSR Reg. No (if applicable)	Name	Registered Address
34	Furniture and Other Electronic Equipment Chennai Primary School, Kargil Vetri Nagar, Chennai, Tamil Nadu, India.	600019	26.11.2024	2,06,353	NA	Headmistress	Chennai Primary School, Kargil Vetri Nagar, Chennai, PIN - 600019, Tamil Nadu, India.
35	Furniture and Other Electronic Equipment Chennai Middle School, Thiyagi Sathiyamoorthy Nagar, Thiruvottiyur, Tamil Nadu,India.	600019	26.11.2024	2,31,605	NA	Headmistress	Chennai Middle School, Thiyagi Sathiyamoorthy Nagar, Thiruvottiyur, PIN - 600019, Tamil Nadu, India.
36	Furniture, Computers and Other Electronic Equipment Chennai Primary School, Manali Sector, Thiruvallur, Chennai, Tamil Nadu, India.	600103	26.11.2024	1,27,387	NA	Assistant Headmistress	Chennai Primary School, Manali Sector, Thiruvallur, Chennai, PIN - 600103, Tamil Nadu, India.
37	Galvalume Roof Sheeting and erection of Tubular Steel Structure Tamil Nadu Fire Service, TVT- Fire and Rescue Station, S.No. 139/1, TZ S.No. 1/B Kaladipet Tiruvottiyur, PIN - 600019, Tamil Nadu,India.	600019	13.05.2024	6,73,780	NA	The Fire Station Officer	Tamil Nadu Fire Service, TVT- Fire and Rescue Station, S.No. 139/1, TZ S.No. 1/B Kaladipet Tiruvottiyur, PIN - 600019, Tamil Nadu, India.

Note: The above table includes Capital Assets which have been completed in the Financial Year 2024-25. Amount of CSR amount spent indicate the complete value of the asset including amount of CSR amount spent from previous financial years.

31

1. Specify the reasons, if the Company has failed to spend two percent of the average net profit as per sub-section (5) of section 135.

The shortfall in CSR expenditure was on account of delay in identification and implementation of projects and the project duration extending beyond one financial year as per their original schedule of implementation. The unspent amount has been transferred to the Unspent CSR Account and the same will be spent in accordance with the CSR rules on the Ongoing projects.

Chennai 07[th] May,2025

Arun Mammen

K M Mammen Arun Mammen Chairman and Managing Director Vice Chairman and Managing Director and Chairman of CSR Committee and Member of CSR Committee DIN: 00020202 DIN: 00018558

32

==> picture [34 x 34] intentionally omitted <==

ANNEXURE III TO THE BOARD’S REPORT

FORM NO. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025 (Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members, MRF Limited, Chennai - 600 006.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MRF LIMITED, Chennai – 600 006 (CIN: L25111TN1960PLC004306) (hereinafter called the Company), in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and I am expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended 31st March, 2025 has complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent and in the manner subject to the reporting made hereunder.

I have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2025 according to the provisions of:

• (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

• (ii) The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (wherever applicable):

• a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• d) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

• e) The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993;

• f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and

• g) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018.

I have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by the Institute of Company Secretaries of India;

2. The Listing Agreements entered into by the Company with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.;

3. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. (iii) The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

33

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc., mentioned above.

I have reviewed the systems and mechanisms established by the Company for ensuring compliance under applicable Acts, Rules, Regulations and other legal requirements of the Central, State and other Government and local authorities concerning the business and affairs of the Company categorized under the following major heads/groups, and report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines:

The Company’s operations were correlated with the provisions of:

1. Factories Act, 1948;

2. Labour laws and other incidental laws related to labour and employees appointed by the Company including those on contractual basis as relating to wages, gratuity, prevention of sexual harassment, dispute resolution, welfare, provident fund, insurance, compensation etc.;

3. Industries (Development & Regulation) Act, 1951;

4. The Rubber Act, 1947 & Rubber Rules, 1955;

5. Acts and Rules relating to consumer protection;

6. Acts and Rules relating to protection of Intellectual property rights;

7. Acts and Rules relating to the industry to which this Company belongs;

8. Other local laws as applicable to various plants and offices

I further report that –

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Directors in compliance with Rules and provisions of the Companies Act, 2013, the regulations and directives of Securities Exchange Board of India (SEBI).

Adequate notice was given to all directors/members on schedule of the Board/ Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decisions were carried through and no directors/members dissented on the decisions. All decisions carried are duly recorded in the minutes of the meeting.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

1. Acts and Rules prescribed under prevention and control of pollution; 7. Acts and Rules relating to environmental protection and energy conservation;

2. Acts and Rules relating to hazardous substances and chemicals;

3. Acts and Rules relating to electricity, fire, petroleum, motor vehicles, explosives, boilers etc.;

K ELANGOVAN Company Secretary in Practice Place: Chennai FCS No.1808, CP No. 3552, P R No. 892/2020 Date: 07[th] May, 2025 UDIN: F001808G000265808

34

==> picture [34 x 34] intentionally omitted <==

This report is to be read with my testimony of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure A

To, The Members MRF Limited, Chennai 600006.

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.,

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Chennai Date: 07[th] May, 2025

K ELANGOVAN Company Secretary in Practice FCS No.1808, CP No. 3552, P R No. 892/2020 UDIN: F001808G000265808

35

ANNEXURE IV TO THE BOARD’S REPORT

Form No. AOC–2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis-

2. There were no contracts or arrangements or transactions entered into during the year ended 31[st] March, 2025, which were not at arm’s length basis.

3. Details of material contracts or arrangement or transactions at arm’s length basis-

4. The details of material contracts or arrangements or transactions at arm’s length basis for the year ended 31[st] March, 2025 is as follows:

5. (a) Name(s) of the related party & Nature of Relationship: MRF SG PTE. LTD (Wholly Owned Subsidiary of the Company).

6. (b) Nature of transactions: Purchase of raw materials.

7. (c) Duration of transactions: April 2024-March 2025.

8. (d) Salient terms of transactions including transactions value: `3247.94 Crores. Price - Transactional Net Margin Method (TNMM), Payment – As per applicable credit terms.

9. (e) Date of approval by the board: Since these related party transactions are in the ordinary course of business and are at arm’s length basis, approval of the Board is not required. Necessary approvals were granted by the Audit Committee on 9[th] February, 2024, 3[rd] May, 2024, 8[th] August, 2024 and 8[th] November, 2024.

10. (f) Amount paid in advance: Nil.

On behalf of the Board of Directors

Chennai 07[th] May, 2025

K M MAMMEN Chairman & Managing Director DIN: 00020202

36

==> picture [34 x 34] intentionally omitted <==

ANNEXURE V TO THE BOARD’S REPORT

Remuneration details as required under Section 197(12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31[st] March, 2025.

1. The ratio of the remuneration of the Managerial Personnel to the median remuneration of the employees are as follows: Mr. K M Mammen, Chairman & Managing Director (440), Mr. Arun Mammen, Vice Chairman & Managing Director (370), Mr. Rahul Mammen Mappillai, Managing Director (326), Mr. Samir Thariyan Mappillai, Whole-time Director (163) and Mr. Varun Mammen, Whole-time Director (163).

The percentage increase in remuneration for 2024-25 of the Managerial Personnel are as follows: Mr. K M Mammen, Chairman & Managing Director (2.21%), Mr. Arun Mammen, Vice Chairman & Managing Director (3.80%), Mr. Rahul Mammen Mappillai, Managing Director (3.99%), Mr. Samir Thariyan Mappillai, Whole-time Director (28%) and Mr. Varun Mammen, Whole-time Director (28%). In case of Mr. Samir Thariyan Mapillai and Mr. Varun Mammen, the shareholders had revised the remuneration package effective October, 2023.

1. The percentage increase in the remuneration of Mr. S. Dhanvanth Kumar, Company Secretary and Mr. Madhu P Nainan, Executive Vice President – Finance were 12% and 10% respectively.

2. The percentage increase in the median remuneration of employees during the financial year ended 31.03.2025 – 7.12%.

3. The total number of permanent employees as on 31.03.2025 is 17850.

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration – Average percentage increase in salaries of employees other than managerial personnel in the last financial year was 12.56%. Percentage increase in the managerial remuneration (i.e. Chairman & Managing Director, Vice Chairman & Managing Director, Managing Director and Whole-time Directors) was 7.83%. The remuneration of the managerial personnel is consistent with the size, complexity of operations and market position of the Company.

5. It is affirmed that the remuneration paid to the directors, key managerial personnel, senior management and employees is as per the Remuneration Policy of the Company.

Notes:-

• a. Employees who are covered by collective bargaining mechanism (in whose case revision in remuneration is effected only upon conclusion of long term settlements), have not been considered for this purpose.

• b. The non-executive directors of the Company are only paid sitting fees and no remuneration in the form of salary or commission is being paid to them. As such, considering that the remuneration is attendance based and not a definite period linked remuneration and the amounts in question not being material, the information regarding ratio of remuneration and percentage is being furnished only in respect of the executive directors and other key managerial personnel. Details of sitting fees paid to directors have been furnished in the Corporate Governance Report.

On behalf of the Board of Directors

Chennai 07[th] May, 2025

K M MAMMEN Chairman & Managing Director DIN: 00020202

37

MANAGEMENT DISCUSSION AND ANALYSIS

(Within the limits set by Company’s competitive position)

World economy in 2024 continued its trajectory of steady growth and declining inflation. Slowdown in manufacturing was visible in many parts of the world due to weak demand while services continued to show strength. Tighter monetary policies by central banks have resulted in inflation rates trending down across economies and easing towards central bank target levels. The world is now into the first steps of a monetary easing cycle, with central banks initiating policy rate cuts. Geopolitical tensions, ongoing conflicts, tariff related uncertainties and trade policy risks continue to pose significant challenges to global economy. Multilateralism is on the retreat and protectionism is on the rise, leading to slowdown in global trade.

World economy grew by 3.3% in calendar year 2024. International Monetary Fund (IMF) estimates global growth at 2.8% in calendar year 2025, pared down by 0.5% from earlier estimates considering trade uncertainties. The tariff war and resultant uncertainties is estimated to impact growth more than inflation.

While India’s limited exposure to the United States (US) reduces tariff risk, there is a risk arising from slowdown in global growth, trade redirection to India amid global oversupply and excess capacity, at least in some sectors. Our service exports are significant and could be affected since they are linked to global growth. Tariffs could erode some of the $45 billion trade surplus with US. India could also benefit as companies seek to diversify out of China, Vietnam etc., in electronics and other products. Also, the reciprocal tariffs, now kept in abeyance for 90 days, on India was lower than India’s Asian competitors, which could give India a cost advantage.

On the positive side, it is likely that countries will get into trade deals with US and with each other in order to mitigate the effects of tariffs. Non-Tariff barriers and other distortions could come down which can offer a level playing field to countries, which will promote trade.

Indian Economy

Following a stellar growth in financial year 2023-24 when the economy grew by 9.2%, financial year 2024-25 promised to be a good year with an

above normal monsoon and improving rural demand. However, growth in the first half of the year surprised on the downside at 6%, impacted by lower Government capex and tepid urban consumption. Manufacturing, mining and investment which did well in the year before slowed sharply in the second quarter, dragging down 2nd quarter GDP growth to 5.6%. Higher borrowing costs and food inflation reduced discretionary spending of households. Growth in services was steady in the first half of the year. Economy picked up pace in quarter 3 on the back of improved consumer spending, higher Government expenditure and stronger export growth.

The full year growth in financial year 2024-25 is now seen at 6.5%, as per the 2nd advance estimate of the Government. Manufacturing is expected to be sharply lower than the previous year while services sector will expand at a slightly lower rate. As part of meeting the aggressive fiscal consolidation plan, Government has curtailed expenditure to the extent of growth in revenues, which has contributed to the lower growth in the economy.

Lower inflation enabled Reserve Bank of India (RBI) to pivot into an interest rate easing cycle. RBI reduced interest rates by 0.5% in 2 instalments, besides boosting liquidity in the economy. This should help in credit growth which had slowed down in financial year 2024-25.

In a difficult external environment, India’s overall exports of goods and services increased by 6% to $824.9 billion. Service exports grew by 13.6% led by buoyancy in Global Capability Centers and steady growth in IT/ITES services. Goods exports, on the other hand, rose by a marginal 0.8%. Oil exports fell due to lower oil prices, non-oil exports increased by 6%. High value-added electronic exports continued to grow, particularly smart phones. Among the top 10 segments, Electronics exports is now the fastest growing, with a growth of 32% in financial year 2024-25.

Services trade surplus, healthy inward remittance, strong external balances and fiscal discipline underpinned macro economic stability. Government looks set to close the year with better than expected fiscal deficit, on the back of tax buoyancy and savings in expenditure.

Budget for financial year 2025-26 gave a boost to consumption recognizing the demand slowdown, particularly urban consumption that was a weak spot last year. Focus on infrastructure spending continued aiming to crowd in private investment. Budget also provided a fiscal consolidation

38

==> picture [34 x 34] intentionally omitted <==

frame work towards macro economic stability, helping RBI move towards a lower interest rate regime. Electric Vehicles got a boost with lower duties inputs for manufacturing batteries. Budget also had measures to help the MSME sector and agriculture related initiatives, which should further bolster the rural sector. Reduction in personal income taxes would be a strong boost for manufacturing, which is into a slowdown.

Monsoon has been predicted to be above normal for the 2nd successive year, which augurs well for food inflation and rural demand. A pick up in rural demand, lower inflation, declining interest rates and lower personal income tax outgo will increase demand in the economy and provide a fillip for growth. RBI estimates India’s financial year 2025-26 growth at 6.5% while IMF estimates this at 6.2%, pared down by 0.3% over tariff uncertainties. Supply chain diversification is likely to help manufacturing in India as the world looks to de-risk sourcing.

Market and Industry Overview

Global Car sales grew by about 2.5% in calendar year 2024. While Sales in North America was robust, European Union (EU) and Asia showed a marginal growth. Global battery Electric Vehicles (EV) market showed signs of stagnation, except in China where EV and Hybrids sold record numbers. Global auto companies are facing difficult times, with high transition costs to new technologies, rising protectionism and price competition from China. To add to this, 25% tariffs on Auto imports into US will make automobiles costlier in the US, curtailing demand and inviting retaliation from EU and other countries.

Auto sales growth moderated in India in financial year 2024- 25 on a high base as the post pandemic pent up demand tapered off. Demand revival for entry level two wheelers witnessed towards the end of the previous year continued in the current year also. Steady recovery in rural demand and demand for scooters in urban areas powered double digit sales growth in two wheelers. During the year, the government introduced The Prime Ministers E-Drive scheme for the promotion of electric mobility in the country. Apart from the subsidies on the purchase of new vehicles, the scheme also has a sizeable outlay for the promotion of electric vehicle public charging stations also. Auto exports grew much better than the domestic market, growing by 19%, driven by passenger vehicles, two wheelers and commercial vehicles.

Commercial Vehicles

The production of Medium and Heavy Commercial Vehicle (M&HCV) during the year has been more or less flat. The bus segment and trailers for haulage continue to do well. Electric vehicles have till now been predominantly in the bus segment operated by the state transport undertakings. The current indications are that sales in 2025-26 would continue to be sluggish. Recovery may happen in mid 2026-27.

The Prime Ministers E-Drive announced this year has a substantial outlay for the procurement of more e-buses by state transport undertakings. The scheme also has an outlay for the promotion of e-trucks.

Original Equipment Manufacturers (OEMs) are expected to increase their focus on lower rolling resistance tyres to improve the contribution of tyres to the overall fuel efficiency of the vehicle. The regulatory authority is expected to continue to push towards more stringent norms for Tyres for rolling resistance, wet grip and noise. Vehicle scrappage infrastructure is expected to be further strengthened. Environmental, Social and Governance (ESG) compliance requirements would also be an area of focus in the coming year. Within this market scenario, your company continues to consolidate its position in the OEM and after market segments. We have a strong presence in many of our existing export markets and will also look at opening up new markets.

Passenger Vehicles

In financial 2024-25, Passenger Vehicle production grew by approximately 3% on a high base, due to muted demand. Industry grappled with high channel inventory in the initial months of the year. Though festive season brought some cheer, annual growth was in low single digits. However, your company was able to increase its sales to OEMs in major segments such as Sports Utility Vehicles (SUVs) and EVs at a significantly faster pace, thanks to our collaboration and partnerships with most of India’s large automotive companies. Your company is today an Original Equipment (OE) fitment supplier to many of India’s top selling vehicle models. The replacement market segment for passenger vehicle tyres has grown at a faster pace for your company compared to previous years on the back of new product launches and increased sales of SUV Tyres.

39

Two Wheelers

Two wheeler production showed a growth for the third consecutive year, with both motorcycle and scooter growing significantly. The average motorcycle production is however still lower than the previous high in 2018-2019 while the average scooter production has touched the highest ever. Domestic sales has been strong. There has also been a recovery in motorcycle exports. Export of scooters continues to be relatively small. E- Scooters continue to gain traction and sales have touched closed to 1 lakh Vehicles per month.

Your Company continues to be a preferred choice of fitment for two wheeler OEMs in most of their new launches, across segments. Many OEMs have also increased their fitment of our tyres on their existing models. The strong preference for our tyres in the after market continues. Good inroads have been made into export markets also.

Tractors

After a subdued first half for tractor sales the second half showed positive signs. Tractor Production has shown a growth of 7% in the financial year 2024-25. During the year, your Company has improved its sales to Tractor OEMs. Anticipating the implementation of Tractor/Engine Emission Regulation V (Trem V) emission standards in 26 - 50 HP category, Tractor OEMs have started working towards increasing production and hence the improved demand for tyres. Maintaining its status as the most preferred brand, your company also witnessed good growth in replacement sales. A predicted above normal monsoon by Indian Meteorological Department (IMD), improved reservoir levels and better minimum support price, financial year 2025 -26 offers ideal conditions for the farming activity to prosper.

Tyre industry posted high single digit growth in the financial year 202425 in rupee terms, supported by Replacement demand and Exports. Margins suffered on account of high input costs, with natural rubber prices

increasing to record levels. However, commodity prices have eased as we step into a new financial year which augurs well for the Tyre industry.

Product wise performance

During fiscal 2024-25, your Company achieved a total income of ` 28068 crores.

There was an overall increase of 12% in sale of tyres in financial year 2025. All product segments including commercial vehicles, passenger vehicles, two wheelers and farm segment registered good growth. Off the Road (OTR) segment also increased sales over last year.

Exports

After 3 years of relatively stagnant growth, export business had a very strong growth in the year 2024-25, growing in most of the key markets. The Red Sea crisis which impacted the global shipping industry in 202324 impacted container availability and rates at the beginning of the year, but improved considerably towards the second half, which helped Exports to grow.

The exports turnover for the year 2024-25 was 2307 crores as against 1874 crores in the previous year, a growth of around 23%.

Markets in Far East, Middle East and the African region showed excellent growth, in spite of severe price competition from other countries. Your company’s products continue to enjoy high customer preference in most of the markets. The Truck Radial, Light Truck Bias, Farm, OTR and 2 & 3 wheeler tyre categories had very good growth in most of the markets. The company’s new products for the European market were showcased at the Tire Cologne exhibition in Germany in June 2024 and drew an excellent response from the consumers.

In the year ahead, your Company will strive to maintain its growth trajectory in our existing strong markets and make further inroads into emerging markets such as Europe and North & West Africa.

40

==> picture [34 x 34] intentionally omitted <==

Discussion on Standalone Financial Performance with respect to Operational Performance

` Crores

Operational Performance		`Crores
Particulars	2024 - 2025	2023 - 2024
Revenue from operations	27665	24674
Other Income	403	312
Total Income	28068	24986
Profit before tax	2420	2739
Provision for tax	597	698
Profit after tax	1823	2041

The revenue from operations of the Company for the year ended 31st March,2025 stood at 27665 crores against 24674 crores for the previous year ended 31st March,2024. During the year ended 31st March, 2025, the earnings before interest, depreciation and tax (EBIDTA) stood at 4359 crores as against 4480 crores in the previous year ended 31st March,2024. After providing for depreciation and interest, the profit before tax for the year ended 31st March,2025 is 2420 crores as compared to 2739 crores in the previous year ended 31st March,2024. After making provision for income tax, the net profit for the year ended 31st March, 2025 is 1823 crores as against 2041 crores in the previous year ended 31st March,2024.

Key financial Ratios

In accordance with Listing Regulations, there are no significant changes (25% of more) in Debtors Turnover, Inventory Turnover, Interest Coverage Ratio, Current Ratio, Debt Equity Ratio and Net Profit Margin as compared to previous year. The details of other Key Ratios where there is a change of 25% or more is given below:

Sr. No.	Particulars	2024-25	2023-24	**Change **	Explanation
1	Operating Profit Margin (%)	8.34%	11.12%	-25%	Decrease due to higher raw material cost
2	Return on Net Worth (%)	10.53%	13.19%	-20.17%	Decrease due to lower profit after tax in 2024-25

Opportunities and Threats

RBI has forecasted India’s growth for financial year 2025-26 at 6.5%. Global agencies have reduced between 0.2% to 0.5% from the forecast, considering trade uncertainties. Tyre industry has significant exports to US (17% of total exports) and is likely to be impacted by the higher tariffs in US.

India’s low reliance on external demand is expected to shield the country from trade and tariff uncertainties, on relative terms. A significant portion of our exports is in services which is not expected to be hit by tariffs. Concluding trade deals with various countries, supply chain realignments and moderation in commodity prices would be a positive for India’s growth. India’s service exports and foreign inward remittances will provide a cushion against trade volatilities.

RBI has reduced rates twice since February 2024 and India is into an interest rate easing cycle. This should help in industry is lowering costs and in aiding consumption. RBI has also pumped in liquidity, having changed the monetary policy stance from neutral to accommodative. RBI has also relaxed stricter capital requirement norms introduced in 2023 for personal loans and credit to NBFCs, which should translate to higher credit growth to the economy.

Outlook

Commercial Vehicles growth will continue to be muted in financial year 2025-26 as in the previous year. As per Society of Indian Automobile Manufacturers (SIAM) estimates, passenger vehicles is expected to grow in low single digits. Also, unless entry level vehicle sales pick up, volume growth will be difficult in this segment. Two wheelers should continue to grow based on demand pick up in the rural economy. Considering the good monsoon, tractor sales should continue to grow as in the previous year. Impact on tyre Industry would also be similar as outlined above.

Internal Control Systems and their Adequacy

Your Company has established internal control systems commensurate with the size and nature of business. It has put in place systems and controls across the Company covering various financial and operational functions. Company through its own Internal Audit Department carries

41

out periodical audits at various locations and functions based on the audit plan as approved by the Audit Committee. Some of the salient features of the Internal control systems are:-

• (i) An integrated ERP system connecting all plants, sales offices, head office, etc.

• (ii) Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of Company’s operations.

• (iii) Assets are recorded and system put in place to safeguard against any losses or unauthorized disposal.

• (iv) Periodic physical verification of fixed assets and Inventories.

• (v) Key observations arising out of the Internal Audit are reviewed at the Audit Committee meeting and follow up action taken.

Risks and Concerns

World economy continues to be affected by the geo political tensions, ongoing conflicts, tariff related uncertainties and trade policies risks. These risks will result in global slow down and impact demand both in domestic and export markets. Moreover, monsoon has been predicted by IMD to be above normal which augurs well for growth in rural demand and consumption. Tyre industry margin during the year suffered on account of high input costs, with natural rubber prices increasing to record levels. However commodity prices have started easing in the new financial year. Further lower inflation, lower borrowing costs and lower personal income tax outgo should increase demand in the economy, providing a fillip for growth. Despite the above concerns, the Company hopes to continue reporting growth based on its strong brand and products.

Human Resources

MRF is a value driven organization and the company has a rich organizational culture rooted in its core values of respect for people and belief in empowerment.

The core value underlying our corporate philosophy is “trusteeship” and “proprietary interest”. In dealing with each other, the values which are at the core of our HR Philosophy - trust, teamwork, mutuality and

collaboration, objectivity, self-respect and human dignity are upheld. The management is committed to the development and growth of its people and the core focus is on Human Resources for its continued success. We owe our success and dominance in the market to the dedication and hard work of our employees who have overcome all challenges to meet the daunting challenges of the market and the ever increasing quality expectations, customer taste and preferences of the customers across the length and breadth of the country as well as in overseas market.

The year was a very challenging one both for the economy and industries. The geopolitical tension and slowdown of economy, have impacted the business and human life across the world. It was a year of carefully navigating through uncertain times, definitely called for greater preparedness, ensuring that we deliver on all fronts. This was made possible by the team synergy and efforts of each employee who stood up to the challenges. Efforts have been taken for building agile, resilient and adaptive Human Capital System.

We have focused on hiring the best resources available in tune with our growth needs, retaining and developing our existing talent pool to strengthen our human capital for meeting the future challenges. We leverage human capital for competitiveness by nurturing knowledge, entrepreneurship and creativity.

Our human resource development is focussed on our company’s mission to have competitive edge in technology & excellence in manufacturing. All our training programs designed and tailor made to meet our specific requirements. We continued imparting teambuilding and collaboration training to our workmen to enhance the team cohesiveness. Leadership training for union leaders and opinion makers also continued through the year, thereby keeping with our commitment of shaping the future of our plants.

The total employee strength as on 31st March,2025 was 17,850.

We maintained cordial and harmonious Industrial relations in all our manufacturing units through our various employee engagement initiatives and focus on improving the work culture, enhancing productivity and enriching the quality of life of the workforce and maintaining our supremacy in the market.

42

==> picture [34 x 34] intentionally omitted <==

Cautionary Statement

Statements in the Management Discussion and Analysis describing the Company’s objectives, expectations or forecast may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

On behalf of the Board of Directors

Chennai 07th May, 2025

K M MAMMEN Chairman & Managing Director DIN: 00020202

43

REPORT ON CORPORATE GOVERNANCE

1. Company’s Philosophy on Code of Governance

MRF continues to remain committed to good corporate governance practices by maintaining the highest levels of fairness, transparency, accountability, ethics and values in all facets of its operations and in all its interactions with its stakeholders.

Your Company’s Corporate Governance framework is all about maintaining valuable relationship and trust with all stakeholders. We ensure that timely and accurate disclosure on all material matters including the financial situation, performance and regulatory requirements, leadership and governance of the Company are shared with all the stakeholders. It encourages cooperation between the Company and the stakeholders for better participation in the Corporate Governance processes.

Your Company continues to believe that good corporate governance is essential for achieving long-term corporate goals of the Company and for meeting the needs and aspirations of its stakeholders, including shareholders.

2. Board of Directors

(a) Composition of the Board as on 31.03.2025

The Board comprises of 14 Directors which includes a Chairman & Managing Director, a Vice Chairman and Managing Director, a Managing Director, 2 Whole-time Directors, 2 Non-Executive Directors and 7 Independent Directors. None of the Directors on the Board is a member of more than 10 committees or act as Chairman of more than 5 committees across all listed Companies and unlisted public limited Companies in which he/ she is a Director.

• (b) Attendance of Directors at Board Meetings during the financial year ended 31.03.2025 and at the last Annual General Meeting, outside directorships and board committee memberships and number of shares held as on 31.03.2025:

Name	Composition and Category	No. of Directorships in other Public Ltd. Companies	No. of Board Meetings attended during the financial year ended 31.03.2025	Names of the other listed entities where the person is a director and the category of directorship	No. of Committee Memberships in other Public Limited Companies	Attended last AGM held on 01.08.2024	No. of Shares held
Mr. K M Mammen Chairman and Managing Director	Promoter Executive Director	4	4	Nil	Nil	Yes	16048
Mr. Arun Mammen Vice Chairman and ManagingDirector	Promoter Executive Director	3	4	Nil	1 –Chairman	Yes	27560

44

==> picture [34 x 34] intentionally omitted <==

Name	Composition and Category	No. of Directorships in other Public Ltd. Companies	No. of Board Meetings attended during the financial year ended 31.03.2025	Names of the other listed entities where the person is a director and the category of directorship	No. of Committee Memberships in other Public Limited Companies	Attended last AGM held on 01.08.2024	No. of Shares held
Mr. Rahul Mammen Mappillai Managing Director	Promoter Executive Director	Nil	4	Nil	Nil	Yes	4538
Mr. Samir Thariyan Mappillai Whole-time Director	Promoter Executive Director	Nil	4	Nil	Nil	Yes	4470
Mr. Varun Mammen Whole-time Director	Promoter Executive Director	Nil	4	Nil	Nil	Yes	8706
Dr. (Mrs.) Cibi Mammen	Promoter Non- Executive Director	2	4	Nil	Nil	Yes	500
Mrs. Ambika Mammen	Promoter Non- Executive Director	2	4	Nil	Nil	Yes	2489
Mrs. Vimla Abraham	Independent Director	Nil	4	Nil	Nil	Yes	Nil

45

Name	Composition and Category	No. of Directorships in other Public Ltd. Companies	No. of Board Meetings attended during the financial year ended 31.03.2025	Names of the other listed entities where the person is a director and the category of directorship	No. of Committee Memberships in other Public Limited Companies	Attended last AGM held on 01.08.2024	No. of Shares held
Mr. Vikram Taranath Hosangady	Independent Director	5	4	i. Bajaj Electricals Limited - Non- Executive Independent Director ii. Rane Engine Valve Limited - Non-Executive - Non Independent Director iii. Chemplast Sanmar Limited - Non-Executive - Non Independent Director iv. Rane (Madras) Limited - Non-Executive - Non Independent Director v. Indef Manufacturing Limited- Non- Executive Independent Director	1-Chariman 3- Member	Yes	Nil
Mr. Ramesh Rangarajan	Independent Director	2	4	Nil	Nil	Yes	Nil
Mr. Dinshaw Keku Parakh	Independent Director	3	4	Nil	Nil	Yes	150
Mr. Arun Vasu	Independent Director	2	3	Eicher Motors Limited- Non - Executive Independent Director	Nil	Yes	Nil
Mr. Vikram Chesetty	Independent Director	Nil	4	Nil	Nil	Yes	Nil
Mr. Prasad Oommen	Independent Director	2	4	Nil	Nil	Yes	Nil

46

==> picture [34 x 34] intentionally omitted <==

Persons who have ceased to be directors during the financial year

Name	Composition and Category	No. of Board Meetings attended during the financial year ended 31.03.2025	Attended last AGM held on 01.08.2024	No. of Shares held
Mr. AshokJacob*	Independent Director	2	Yes	1856
Mr. V Sridhar*	Independent Director	2	Yes	Nil
Mr. VijayR Kirloskar*	Independent Director	Nil	No	355
Mr. Ranjit IJesudasen*	Independent Director	2	Yes	Nil
Dr. SalimJoseph Thomas*	Independent Director	2	Yes	Nil
Mr.Jacob Kurian*	Independent Director	2	Yes	129

• Ceased to be Independent Directors with effect from the close of business hours of September 28, 2024.

For Committee memberships, the chairmanship and membership in Audit / Stakeholders Relationship Committee in all public limited Companies, alone are considered. The Committee memberships of Directors are within the limits prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as “Listing Regulations”).

Mr. K M Mammen and Mr. Arun Mammen are brothers. Mrs. Ambika Mammen is the wife of Mr. K M Mammen. Dr. (Mrs) Cibi Mammen is the wife of Mr. Arun Mammen, Mr. Rahul Mammen Mappillai and Mr. Samir Thariyan Mappillai are the sons of Mr. K M Mammen and Mrs. Ambika Mammen. None of the other Directors are related to any Board Member.

(c) Dates of Board meetings

During the financial year ended 31[st] March, 2025, four Board Meetings were held on 03.05.2024, 08.08.2024, 08.11.2024 and 06.02.2025.

(d) Information placed before the Board

The Board of Directors periodically reviews reports regarding operations, capital expenditure proposals, statutory compliance and other required information as enumerated in Part A of Schedule II of the Listing regulations and as required under relevant provisions of the Companies Act, 2013.

(e) Familiarization Programme

Presentations/briefings are made at the meeting of the Board of Directors/Committees by KMP’s/ Senior Executives of the Company on industry scenario, Company’s operating and financial performance, raw material scenario, industrial relations status, risk management etc. The details of familiarization programme are available on the Company’s web site at https://www.mrftyres.com/investor-relations/familiarization-programme-forindependent-director

47

3. Audit Committee

(i) Reference

The powers, role and terms of reference of the Audit Committee covers the areas as mentioned under Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. These, inter alia , include oversight of Company’s financial reporting process, internal financial controls, reviewing the adequacy of the internal audit function, reviewing with management the quarterly/annual financial statements before submission to the Board, recommending the appointment of statutory auditors and fixation of their remuneration, approval of related party transactions, evaluation of risk management systems etc.

(ii) Composition

As on 31.03.2025, the Audit Committee comprises of 3 Directors and all of them being Non-Executive Independent Directors. The members of the Committee are as follows:

Name of Director	Designation
Mr. Vikram Taranath Hosangady	Chairman
Mr. Vikram Chesetty	Member
Mr. Ramesh Rangarajan	Member

• a. Mr. Vikram Taranath Hosangady, Mr. Vikram Chesetty and Mr. Ramesh Rangarajan, Non-Executive Independent Directors were appointed as members of the Audit Committee with effect from 01[st] April, 2024.

• b. Mr. Jacob Kurian, Mr. Ranjit I Jesudasen and Mr. V Sridhar ceased to be Chairman / member of the Audit Committee w.e.f. the close of business hours on 28[th] September, 2024 upon completion of their tenure on the Board.

• c. Mr. Vikram Taranath Hosangady, Independent Director was appointed as Chairman of the Audit Committee with

effect from 29[th] September, 2024 in place of Mr. Jacob Kurian.

Mr. S Dhanvanth Kumar, Company Secretary, is the Secretary of the Committee.

Mr. K M Mammen, Chairman & Managing Director, Mr. Arun Mammen, Vice Chairman and Managing Director and Mr. Rahul Mammen Mappillai, Managing Director are permanent invitees. The Executive Vice President Finance, Head of Internal Audit, Statutory Auditors and other Executives, as considered appropriate, also attend the meetings by invitation .

(iii) Meetings and Attendance

During the financial year ended 31[st] March, 2025, the Audit Committee met on the following dates: 03.05.2024, 08.08.2024, 08.11.2024 and 06.02.2025. All the members of the Committee were present for all the meetings during their tenure.

4. Nomination and Remuneration Committee

(i) Reference

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the terms of reference of the Committee include the following namely formulation of criteria for determining qualifications, positive attributes and independence of director, recommending to the Board a policy relating to remuneration of directors, key managerial personnel and other employees, formulation of criteria for evaluation of directors performance, devising a policy on Board diversity, identifying persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down and recommend to the Board their appointment and removal and also recommend to the Board remuneration payable to Senior Management .

48

==> picture [34 x 34] intentionally omitted <==

(ii)

Composition

As on 31.03.2025, the Committee comprises of 3 NonExecutive Independent Directors and an Executive Director. The Chairman is a Non- Executive Independent Director. The Committee comprises of:

Committee comprises of:
Name of the Director	Designation
Mr. Ramesh Rangarajan	Chairman
Mr. Vikram Taranath Hosangady	Member
Mr. Vikram Chesetty	Member
Mr. K M Mammen	Member

• a. Mr. Vikram Taranath Hosangady, Mr. Vikram Chesetty and Mr. Ramesh Rangarajan, Non-Executive Independent Directors were appointed as members of the Nomination and Remuneration Committee with effect from 01[st] April, 2024.

• b. Mr. Ranjit I Jesudasen, Mr. V Sridhar and Mr. Jacob Kurian ceased to be Chairman / member of the Nomination and Remuneration Committee w.e.f. the close of business hours on 28[th] September, 2024 upon completion of their tenure on the Board.

• c. Mr. Ramesh Rangarajan, Independent Director was appointed as Chairman of the Nomination and Remuneration Committee with effect from 29[th] September, 2024 in place of Mr. Ranjit I Jesudasen.

• Mr. S Dhanvanth Kumar, Company Secretary, is the Secretary of the Committee.

(iii) Meetings and Attendance

During the financial year ended 31[st] March, 2025, the Committee met on the following dates: 03.05.2024 and 08.08.2024. All the members of the Committee were present for all the meetings during their tenure.

5. Criteria for determining the qualifications, positive attributes and Independence of a Director

Candidates for the position of a Director shall be a person of integrity and possess requisite education, experience and capability to make a significant contribution to the deliberations of the Board of Directors. Apart from the above, the Board candidate should be of the highest moral and ethical character. The candidate must exhibit independence, objectivity and be capable of serving as a representative of the stakeholder. The candidate should have the personal qualities to be able to make an active contribution to Board deliberations. These qualities include intelligence, inter-personal skills, independence, communication skills and commitment. The Board candidate should not have any subsisting relationships with any organization which is a competitor to the Company. The Board candidate should be able to develop a good working relationship with other Board members. This apart, the Directors must satisfy the qualification requirements laid down under the Companies Act, 2013, the Listing Regulations and any other applicable law and in case of Independent Directors, the criteria of independence as laid down in those laws.

6. Performance evaluation of Independent Directors

The criteria for evaluation of the Independent Directors is attendance, participation in deliberations, understanding the Company’s business and that of the industry and guiding the Company in decisions affecting the business and additionally based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and independence from management. The Board carried out evaluation of the performance of the Independent Directors on the basis of the criteria laid down. The evaluation was done by the Board of Directors except the Director who was evaluated.

7. Remuneration of Directors

a. Remuneration Policy:

A policy on remuneration of Directors, Key Managerial Personnel (“KMP”) and Senior Management and other staff

49

was put in place by Nomination and Remuneration Committee on 23.07.2014 and approved by the Board of Directors at its meeting held on 30.10.2014.

The Policy provides as follows:

• (i) Non-Executive Directors:

The Non-Executive Directors (including Independent Directors) may be paid remuneration by way of sitting fees for attending meetings of Board or Committee thereof.

The Directors may also be reimbursed any expenses in connection with attending the meetings of the Board or Committee or in connection with the business of the Company.

The quantum of fees shall be determined, from time to time, by the Board subject to ceiling / limits as provided under Companies Act, 2013 and rules made thereunder.

• (ii) Chairman & Managing Director, Managing Director(s) / Whole-time Director(s):

The level and composition of remuneration will be reasonable and sufficient to attract, retain and motivate directors of quality to run the Company successfully. The remuneration package should adequately compensate them for the high level of responsibilities shouldered by them and sensitivity of the position held. The level of remuneration shall take into consideration the professional expertise, past credentials and potential of the person concerned. The compensation package may comprise of a fixed compensation package in the nature of monthly and annual pay-out, provision of perquisites, contribution to retirement benefits, health and insurance and any other benefits (including provision of loans on such terms as to interest, repayment and security as determined by the Board) and commission on profits, in such proportion and quantum as decided from time

to time based on the Company’s business needs and requirements and prevailing practices in industry.

Besides the above, the remuneration to be paid to Chairman & Managing Director, Managing Director(s) and Whole-time Director(s) shall be governed by the provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

• (iii) KMP’s (other than MD’s and WD’s), Senior Management Personnel and other Staff:

The level and composition of remuneration will be reasonable and sufficient to attract, retain and motivate persons of the quality required to handle appropriate management roles in the Company successfully. The level of remuneration may be based on the qualification, experience and expertise and potential of the person concerned and also the responsibilities to be shouldered, criticality of the job to the Company’s business and any other criteria as considered appropriate. The compensation package may comprise of a fixed compensation package in the nature of monthly and annual payout, provision of perquisites, contribution to retirement benefits, health and insurance and any other benefits (including provision of loans on such terms as to interest, repayment and security as determined by the Board) and variable pay (having a clear relationship to performance which will meet appropriate benchmarks relevant to the working of the Company and its goals), in such proportion and quantum as decided from time to time based on the Company’s business needs and requirements and prevailing practices in industry

• (iv) Directors and Officers Insurance:

Where any insurance is taken by the Company on behalf of its Directors, KMP’s / Senior Management Personnel, Staff etc., for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

50

==> picture [34 x 34] intentionally omitted <==

• b. Details of Remuneration to all the Directors for the financial year ended 31.03.2025

• i. The remuneration of the Managing / Whole-time Directors comprises of a fixed component (viz., salary, allowances, perquisites and retirement benefits) and variable components (viz., commission on profit). Commission is paid as a percentage of net profits computed as per Section 198 of the Companies Act, 2013 and accordingly the performance metric for payment of commission is net profits computed as per section 198 of the Companies Act, 2013. The Commission is paid to the Managing Directors/Whole-time Directors only after adoption of the audited financial statements by the shareholders at the Annual General Meeting.

The details of remuneration paid for the financial year ended 31.03.2025 are as follows

(a) Name (b) Designation (c) Salary and perquisites () (d) Commission () (e) Total (`)

(a) Mr. K M Mammen (b) Chairman and Managing Director (c) 190180288 (d)130725000 (e) 320905288; (a) Mr. Arun Mammen (b) Vice Chairman and Managing Director (c) 147290250 (d) 122427000 (e) 269717250; (a) Mr. Rahul Mammen Mappillai (b) Managing Director (c) 128943987 (d)108770400 (e) 237714387; (a) Mr. Samir Thariyan Mappillai (b) Whole-time Director (c)70044273 (d) 48600000 (e)118644273; (a) Mr. Varun Mammen (b) Whole-time Director (c) 70483222 (d) 48600000 (e) ` 119083222.

Note: Salary and perquisites include all elements of remuneration i.e., salary, allowances and benefits but excluding gratuity and leave benefits.

The Company has not issued any stock options to any of the directors. The Managing Directors/ Whole-time Directors are appointed by shareholders for a period of

five years at a time. Notice period and severance fees are not applicable.

• ii. The Non-Executive Directors are paid sitting fees for each meeting of the Board or Committee attended by them and also reimbursed expenses in connection with attending the meetings. The sitting fees paid for the financial year ended 31.03.2025 to Non-Executive Directors are as follows:

(a) Name (b) Sitting fees (`)

(a) Mr. Ashok Jacob (b) 50000; (a) Mr. V Sridhar (b) 120000; (a) Mr. Vijay R Kirloskar (b) Nil ; (a) Mr. Ranjit I Jesudasen (b) 140000; (a) Dr. Salim Joseph Thomas (b) 50000; (a) Mr. Jacob Kurian (b) 110000; (a) Dr. (Mrs) Cibi Mammen (b) 100000; (a) Mrs. Ambika Mammen (b) 100000; (a) Mrs. Vimla Abraham (b) 100000; (a) Mr. Dinshaw Keku Parakh (b) 120000; (a) Mr. Ramesh Rangarajan (b) 200000; (a) Mr. Vikram Taranath Hosangady (b) 200000; (a) Arun Vasu (b) 85000; (a) Vikram Chesetty (b) 240000; (a) Prasad Oommen (b) 100000.

• Ceased to be Independent Directors with effect from the close on business hours on September 28, 2024.

Sitting fees are paid to Non-Executive Directors within the limits prescribed under the Companies Act, 2013.

There were no material pecuniary relationships or transactions by Non-Executive Directors vis-à-vis the Company as per the materiality threshold laid down in Listing Regulations and also as per the Policy on Materiality of and dealing with Related Party Transactions framed pursuant to the said Regulations.

As required under the Listing Regulations, the Company has taken a Directors and Officers Liability Insurance (D&O) on behalf of all Directors including Independent Directors of the Company.

51

c. Senior management:

Particulars of senior management including the changes therein since the close of the previous financial year.

As on 31.03.2025, the particulars of Senior Management of the Company are as follows:

Sl. No.	Name	Designation
1	Mr. Madhu P Nainan	Executive Vice President-Finance
2	Mr. C M Cherian	Executive Vice President - R & D
3	Mr. S Dhanvanth Kumar	CompanySecretary
4	Mrs. Meera Mammen	Vice President-Welfare
5	Mr. Suresh T Cherian	Vice President - ITS
6	Mr.Jacob Peter	Vice President – HRS
7	Mr. PJohn Mathew	Vice President - Engineering
8	Mr. Deepak Mathew	Vice President - Manufacturing
9	Mr. Rajat Kumar Nangia	Vice President - Sales
10	Mr. Abu Skaria Kandathil	General Manager - Materials

Changes in the senior management Personnel since the close of the previous financial year.

1. Retirement of Mr. Isaac Thamburaj, Vice President - Manufacturing effective from the closure of business hours on 30[th] June, 2024.

2. Appointment of Mr. Deepak Mathew as Vice President - Manufacturing w.e.f 1[st] July,2024.

3. Demise of Mr. Philip Eapen, Senior Advisor on 7[th] July 2024.

4. Appointment of Mr. Rajat Kumar Nangia, Vice President - Sales as Head of the Marketing Department and International Business w.e. f. 8[th] July,2024.

5. Retirement of Mr. Mohan Kurian, Vice President – Materials effective from the closure of business hours on 31[st] January, 2025.

6. Appointment of Mr. Abu Skaria Kandathil as General Manager- Materials w.e.f 01[st] February, 2025.

8. Stakeholders’ Relationship Committee

(i) Reference

The Committee looks into redressal of grievances of the investors namely shareholders. The Committee deals with grievances pertaining to non-receipt of annual report, non receipt of dividend, dematerialisation/rematerialisation of shares, complaint letters received from Stock Exchanges, SEBI, etc. The Board of Directors has delegated the power of approving transmission of shares

(ii) Composition

As on 31.03.2025, the Committee comprises of 1 NonExecutive Independent Director and 2 Executive Directors. The Chairman of the Committee is a Non- Executive Independent Director. The members of the Committee are:

Name of the Director	Designation
Mr. Arun Vasu	Chairman
Mr. K M Mammen	Member
Mr. Arun Mammen	Member

• a. Mr. Arun Vasu, Non-Executive Independent Director and Mr. Arun Mammen, Executive Director were appointed as members of the Stakeholders Relationship Committee with effect from 01[st] April, 2024.

• b. Mr. V Sridhar and Mr. Ranjit I Jesudasen ceased to be Chairman / member of the Stakeholders Relationship Committee w.e.f. the close of business hours on 28[th] September, 2024 upon completion of their tenure on the Board.

• c. Mr. Arun Vasu, Independent Director was appointed as Chairman of the Stakeholders’ Relationship Committee with effect from 29[th] September, 2024 in place of Mr. V Sridhar.

Mr S Dhanvanth Kumar, Company Secretary, is the Secretary of the Committee and the Compliance Officer.

52

==> picture [34 x 34] intentionally omitted <==

(iii) Meeting and Attendance

During the financial year ended 31[st] March, 2025, the Stakeholders’ Relationship Committee met on 08.08.2024. All the members of the Committee were present for the meeting during their tenure. 14 investor complaints were received as of the financial year ended 31.03.2025. All the complaints were redressed except for one complaint which is pending at the end of the year.

9. Risk Management Committee

(i) Reference

In accordance with Regulation 21 of the Listing Regulations, the terms of reference of the Committee include the following namely formulation of detailed risk management policy, ensuring that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company, monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems, periodically reviewing the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity recommendations and actions to be taken etc.

(ii) Composition

As on 31.03.2025, the Committee comprises of 3 Executive Directors and an Independent Director. The Chairman of the Committee is an Executive Director. The members of the Committee are:

Committee are:
Name of the Director	Designation
Mr. K M Mammen	Chairman
Mr. Arun Mammen	Member
Mr. Rahul Mammen Mappillai	Member
Mr. Dinshaw Keku Parakh	Member

• a. Mr. Dinshaw Keku Parakh, Independent Director was appointed as member of the Risk Management Committee with effect from 01st April, 2024.

• b. Mr. Ranjit I Jesudasen ceased to be the member of the Risk Management Committee w.e.f. the close of business hours on 28[th] September, 2024 upon completion of his tenure on the Board.

(iii) Meetings and Attendance

During the financial year ended 31[st] March, 2025, the Risk Management Committee met on 14.10.2024 and 28.03.2025. All the members of the Committee were present for all the meetings during their tenure.

10. General Body Meetings

• a. The Company held its last three Annual General Meetings as under

under
AGM for the Year	Date	Time	Venue
2021-2022	04-08-2022	11.00 A.M	Through Video Conferencing (“VC”)/ Other Audio Visual Means(“OAVM”).
2022-2023	27.07.2023	11.00 A.M	Through Video Conferencing (“VC”)/ Other Audio Visual Means(“OAVM”).
2023-2024	01.08.2024	11.00 A.M	Through Video Conferencing (“VC”)/ Other Audio Visual Means(“OAVM”).

53

• b. Details of Special resolution passed during the last 3 Annual General Meetings:

Date of AGM	Particulars of Special Resolution passed
04.08.2022	Nil
27.07.2023	Approval for payment of Remuneration as per terms currently in force to the Promoter Executive Directors of the Company in terms of Regulation 17(6)(e)(ii) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015
01.08.2024	Nil

• c. No Postal Ballot was conducted during the year.

• d. As on date of this report, the Company does not propose to pass any special resolution by way of Postal Ballot.

11. Means of Communication

Quarterly/half yearly results are disclosed to Stock Exchanges and also published in daily newspapers viz., Business Standard (all over India) and Makkal Kural (Vernacular). As per the requirements of Regulation 46 of the Listing Regulations, the quarterly/half yearly results and the press release issued annually are displayed on the Company’s website www.mrftyres.com. The Company provides information to the Stock Exchanges as per the requirements of the Listing Regulations. No presentations were made to institutional investors / analysts. The Company has a designated e-mail address viz., mrfshare@mrfmail.com , exclusively for investor servicing.

12. Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the Company is required to formulate a dividend distribution policy. The Policy is available on the website of the Company https://www.mrftyres.com/ downloads/Dividend-Distribution-Policy.pdf

13. General Shareholder Information

a) Annual General Meeting:

Date and Time : 7[th] August, 2025 at 11.00 A.M.

Venue : The company is conducting meeting through Video Conference (VC) / Other Audio Visual Means (OAVM)

• b) Financial Year: 1[st] April to 31[st] March.

• c) Dividend payment date:

Interim Dividend : 29-11-2024 3 per share (30%) II Interim Dividend : 25-02-2025 3 per share (30%) Final Dividend : ` 229 per share (2290 %) (subject to approval of shareholders) Payment Date : 18-08-2025

d) Listing on Stock Exchanges:

Equity

1. National Stock Exchange of India Ltd., (NSE) Exchange Plaza, 5[th] Floor, Plot No. C/1, 5 G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051.

2. Bombay Stock Exchange Ltd., (BSE)., Phiroze Jeejeebhoy Towers, 25[th] Floor, Dalal Street, Mumbai 400 001.

Equity ISIN: INE883A01011

Debt

National Stock Exchange of India Ltd., (NSE) Exchange Plaza, 5[th] Floor, Plot No. C/1, 5 G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

Debt ISIN: INE883A08016

54

==> picture [34 x 34] intentionally omitted <==

Details of Debenture Trustee: Axis Trustee Services Limited, Corporate Office: The Ruby, 2[nd] Floor, SW 29 Senapati Bapat Marg, Dadar (West), Mumbai – 400028, Tel no.: +91-22-62300451, Email: debenturetrustee@axistrustee.in

Listing fees upto the year ending 31[st] March, 2026 have been paid to the above mentioned Stock Exchanges.

During the financial year, none of the securities of the Company were suspended for trading.

e) Registrars and Transfer Agents:

Equity

In-house Share Transfer MRF Limited, No. 114, Greams Road, Chennai - 600 006 Tel: 044-28292777 Website: www.mrftyres.com; E-mail: mrfshare@mrfmail.com

In terms of SEBI Circular No. O&CC/FITTC/CIR-15/2002 dated 27[th] December, 2002, your Company is carrying out both physical share registry work as well as electronic connectivity, in-house. Inhouse Investor relations department provides various services viz., dematerialisation and rematerialisation of shares, share transmissions, disbursement of dividend, processing claims for unclaimed dividend/ shares, issue of duplicate share certificates, dissemination of information etc. Members are therefore requested to communicate on matters pertaining to physical shares to Secretarial Department, MRF Limited, No. 114, Greams Road, Chennai 600 006.

Debt

Cameo Corporate Services Limited “Subramanian Building”, 1, Club House Road, Chennai – 600 002. Tel : +91-44-28460390 Website : www.cameoindia.com E-Mail: investor1@cameoindia.com

e) Share Transfer System

SEBI has mandated that, effective from 1[st] April, 2019, no share can be transferred in physical mode. Moreover, SEBI has also mandated that resubmitted cases shall not be accepted / taken up for transfer after 31[st] March, 2021. Dematerialisation requests received by the Company are normally processed within 10 days of its receipt.

f) Distribution of shareholding: (as at 31.03.2025)

Shareholding	No. of Shareholders	%	No. of Shares	%
Upto 100	59781	97.49	359178	8.47
101 - 500	1110	1.81	231294	5.45
501 - 1000	153	0.25	108705	2.56
1001 - 2000	109	0.18	160548	3.79
2001 - 3000	37	0.06	90542	2.13
3001 - 4000	24	0.04	83832	1.98
4001 - 5000	10	0.02	47444	1.12
5001 - 10000	37	0.06	240780	5.68
10001 and above	59	0.09	2918820	68.82
Total	61320	100.00	4241143	100.00

g) Dematerialization of Shares and Liquidity

99.26% of total equity capital is held in dematerialized form with NSDL and CDSL as on 31[st] March, 2025. All requests for dematerialization of shares were processed within the stipulated time period and no share certificates were pending for dematerialization as on 31[st] March, 2025.

Trading in equity shares of the Company is permitted only in dematerialized form as per prevailing law.

55

==> picture [121 x 114] intentionally omitted <==

==> picture [72 x 64] intentionally omitted <==

----- Start of picture text -----

Electronic Form NSDL,
3806539, 89.75%
Electronic Form CDSL,
403389, 9.51%
Physical Form,
31215, 0.74%
----- End of picture text -----

h) Outstanding GDR/Warrants/any other convertible instruments

The Company does not have any outstanding GDR / Warrants / any other convertible instruments.

i) Commodity price risk or foreign exchange risk and hedging activities:

• i) Risk Management Policy of the Company with respect to commodities including through hedging:

The Company’s purchasing strategy does not involve hedging activities and speculative buying. The risks are limited by sourcing from different countries and regions and having long term contracts with prices linked to well accepted market indices and published reports.

• ii) Exposure of the Company to commodity risks faced by the entity throughout the year.

• A) Total exposure of the Company to commodities in INR: 5291.92 crores

• B) Exposure of the Company to various commodities:

Commodity Name	Exposure in INR towards the particular commodity	Exposure in Quantity terms towards the particular commodity	% of such exposure hedged through commodity derivatives	% of such exposure hedged through commodity derivatives	% of such exposure hedged through commodity derivatives	% of such exposure hedged through commodity derivatives	% of such exposure hedged through commodity derivatives
			Domestic market		International market		Total
			OTC	Exchange	OTC	Exchange
Natural Rubber	5291.92 crores	283376 MT	NIL	NIL	NIL	NIL	NIL

iii) Foreign Currency Risks:

The Company’s policy on hedging foreign currency risks is explained in the notes to the financial statements.

• j) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• i. Number of complaints filed during the financial year: 1

• ii. Number of complaints disposed of during the financial year: 1

• iii. Number of complaints pending as on end of the financial year: Nil

k) Plant Locations

1. Tiruvottiyur — Tiruvottiyur High Road, Chennai, Tamil Nadu.

2. Kottayam — No. 2, Vadavathoor, Kottayam, Kerala.

3. Goa — No. 1, Ponda, Goa.

4. Arkonam — Arkonam – Tiruttani Road, Ichiputhur, Arkonam, Tamil Nadu.

5. Medak — No. 2, Sadasivapet, Sangareddy, Telangana.

6. Puducherry — Eripakkam Village, Nettapakkam Commune, Puducherry.

7. Ankenpally — No. 2, Sadasivapet, Sangareddy, Telangana.

8. Perambalur — Naranamangalam Village & Post, (2 plants) Alathur Taluk, Perambalur. District, Tamil Nadu.

9. Dahej — Plot No. D-II-16, Dahej Industrial Area, Galenda Village, Taluka - Vagara Dist. Bharuch, Gujarat.

56

==> picture [34 x 34] intentionally omitted <==

l) Address for Correspondence:

MRF Limited No. 114, Greams Road, Chennai – 600 006. Tel : (044) 28292777 Fax: (044) 28290562 E-mail : mrfshare@mrfmail.com

14. Other Disclosures

• (a) As required under applicable Listing Regulations, your Company has adopted a policy on materiality of and dealing with related party transactions which was approved by the Board of Directors and uploaded on the Company’s Website: https://www.mrftyres.com/downloads/policy-on-materialityof-and-dealing-with-related-party-transactions.pdf

Requisite approvals from the Audit Committee / Board have been obtained for the transactions as stipulated under applicable law.

The details of related party transactions during the financial year ended 31[st] March, 2025 are given in note 27 (c) of the standalone financial statements.

During the year under review, your Company has entered into transactions with MRF SG PTE. LTD, a wholly owned subsidiary of your Company for purchase of raw materials and the total value of transactions executed during financial year 2024-2025 exceed the materiality threshold adopted by the Company. These transactions were in the ordinary course of business and were on an arm’s length basis, details of which are provided in Annexure IV of the Board’s Report as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

There are no transactions with any person or entity belonging to the promoters/promoter group which hold(s) 10% or more shareholding in the Company.

During the year under review, there are no materially

significant related party transactions that may have potential conflict with the interests of listed entity at large.

• (b) The Company has complied with the requirements of the Stock Exchanges/SEBI and statutory authority on all matters related to capital markets during the last three years. No penalties, strictures were imposed on the Company by the Stock Exchange/SEBI or any other statutory authority in respect of the same.

• c) The Company has established a Vigil Mechanism/ Whistle Blower policy pursuant to the requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. No personnel have been denied access to the chairman of the Audit Committee to report genuine concerns. Establishment of Vigil Mechanism/ Whistle Blower policy is hosted on the website of the Company under the web link: -

• https://www.mrftyres.com/downloads/Vigil Mechanism.pdf

• (d) The Company has complied with the mandatory requirements of Corporate Governance prescribed in Schedule II, Part A to D of the Listing Regulations.

• (e) The Company has complied with all the applicable mandatory requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

• (f) The Board has laid down a Code of Conduct for all Directors and senior management staff of the Company. The code suitably incorporates for the Independent Directors their duties as Independent Directors as laid down in Schedule IV of the Companies Act, 2013. The code of conduct is available on the website: www.mrftyres.com. All Directors and members of the senior management have affirmed their compliance with the code of conduct.

Your Company has also adopted a Code of Conduct to regulate, monitor and report trading by Designated persons and their Immediate Relatives as per SEBI (Prohibition of Insider Trading) Regulations, 2015. All Directors and

57

designated persons who could have access to unpublished price sensitive information of the Company are governed by the Code. An annual disclosure was taken from the Directors and designated persons, as at the end of the year.

• (g) The Audit Committee reviews the financial statements of the unlisted subsidiary companies. The minutes of the Board Meetings of the unlisted subsidiary companies are placed at the Board meeting of the Company including statement of all significant transactions and arrangements entered into by the Company with the unlisted subsidiary companies.

Your Company has formulated a policy on material subsidiary as required under Regulation 16 of the Listing Regulations and the policy is hosted on the website of the Company under the web link: https://www.mrftyres.com/downloads/material- subsidary policy.pdf. The Company does not have any material unlisted subsidiary Company.

• (h) The Company has issued a formal letter of appointment to all the Independent Directors. The terms and conditions of their appointment have been disclosed on the Company’s website under the web link: https://www.mrftyres.com/ investor-relations/terms-and-conditions-of-appoinment-ofindependent-director

During the year, a meeting of the Independent Directors was held as prescribed under applicable Listing Regulations and the Companies Act, 2013. In the opinion of the Board, Independent Director(s) fulfils the conditions specified in the Listing Regulations and are Independent of the Management.

During the financial year, none of the Independent Directors of the Company have resigned before the expiry of their tenure.

• (i) As required under the Listing Regulations, the Board of Directors have identified the following core skills / expertise/ competencies as required in the context of its business and sector for it to function effectively.

	Core skills / expertise / competencies General Business / Industryawareness Functional Knowledge / General Management	/
	Administration Communication and collaborative approach

The Board collectively has the abovementioned skills / expertise / competence. The names of directors and the skills they possess are given below:

Name of the Director	General Business/ Industry awareness	Functional knowledge/ General Management/ Administration	Communication and Collaborative approach
Mr. K M Mammen			
Mr. Arun Mammen			
Mr. Rahul Mammen Mappillai			
Mr Samir Thariyan Mappillai			
Mr. Varun Mammen			
Dr. (Mrs) Cibi Mammen			
Mrs. Ambika Mammen			
Mrs. Vimla Abraham			
Mr. Vikram Taranath Hosangady			
Mr. Ramesh Rangarajan			
Mr. Dinshaw Keku Parakh			
Mr. Arun Vasu			
Mr. Vikram Chesetty			
Mr. Prasad Oommen			

58

==> picture [34 x 34] intentionally omitted <==

• (j) A Certificate has been received from Mr. K Elangovan, Elangovan & Associates, Practising Company Secretaries, Chennai, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority.

• (k) Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019 dated February 8, 2019, the Company has obtained an Annual Secretarial Compliance Report from Mr. K Elangovan, Elangovan & Associates, Practising Company Secretaries, Chennai, confirming compliance of SEBI Regulations / Circulars / Guidelines issued thereunder and applicable to the Company. There are no observations or adverse remarks in the said report.

• (l) Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the Statutory Auditors for the financial year ended 31[st] March, 2025 is `2.25 crores.

• (m) List of Credit ratings obtained by the Company: The Ratings given by CARE Ratings Limited for Long term Bank Facilities to the extent of 2,799.99 crores and Long term/ Short term Bank Facilities to the extent of 1500 crores of the Company are CARE AAA; Stable (Triple A; Outlook: Stable) and CARE AAA; Stable / CARE A1+ (Triple A ; Outlook: Stable / A One Plus), respectively.

CARE Ratings Limited has also given CARE A1+ (A One Plus) for Short term Bank Facilities, to the extent of ` 1500 crores.

Further, CARE Ratings Limited has also given CARE AAA; Stable (Triple A; Outlook: Stable) Ratings for the NonConvertible Debentures of the Company aggregating to ` 150 Crores.

All the above credit ratings were reaffirmed by CARE Ratings Limited.

• (n) There was no preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) of Listing Regulations.

• (o) There was no instance during the financial year 20242025, where the Board of Directors has not accepted the recommendation of any committee of the Board which it was mandatorily required to accept.

• (p) Your Company has formulated a policy for determination of materiality of any event or information as required under Regulation 30 of the Listing Regulations and the policy is hosted on the website of the Company under the web link: https:// www.mrftyres.com/downloads/Policy-for-determination-ofMateriality.pdf

• (q) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A). – Nil

• (r) Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount’: Nil

• (s) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries. – NA

• (t) Disclosure of certain types of agreements binding listed entities as referred in clause 5A of paragraph A of Part A of Schedule III of Listing Regulations – Nil

15. Discretionary requirements

The Company has adopted the following discretionary requirements:-

• a. The Company’s quarterly and half yearly results are published in the newspapers and also uploaded on its website: www. mrftyres.com and in Stock Exchange websites namely https:// neaps.nseindia.com and listing.bseindia.com. Therefore, no individual communications are sent to the shareholders in this regard.

59

• b. There are no qualifications in the Auditors’ Report on the accounts for the financial year ended 31.03.2025.

• c. The internal audit head presents the internal audit observations to the Audit Committee.

16. CEO / CFO Certification

Mr. Rahul Mammen Mappillai, Managing Director and Mr. Madhu P Nainan, Executive Vice President Finance, have certified to the Board regarding the financial statements for the financial year ended 31[st] March, 2025 in accordance with Regulation 17(8) of Listing Regulations.

17. Equity shares in MRF - Unclaimed Suspense Account

As required by the provisions of Regulation 39 (4) read with Schedule V (F) of Listing Regulations, the Company has transferred the unclaimed shares lying in possession of the Company to MRF – Unclaimed Suspense Account. The status of unclaimed shares lying in MRF - Unclaimed Suspense Account as on 31.03.2025 are as under:

Particulars	Number of Members	Number of Shares
Aggregate number of shareholders and the outstanding shares lying in the suspense account at the beginning of the financial year.	198	4928
Number of shareholders who approached the Company for transfer of the shares from suspense account during the financial year 2024-25	7	182
Shareholders to whom shares were transferred from the suspense account during the year.	7	182
Shares transferred to Investor Education and Protection Fund Authority as required by Section 124 (6) of the Companies Act, 2013 read with rules thereunder.	45	1063

Aggregate number of shareholders and the outstanding shares lying in the suspense account as on 31.03.2025.	146	3683

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

18. Transfer of shares to Investor Education and Protection Fund (IEPF)

Pursuant to the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as “IEPF Rules”), dividends that are unpaid or unclaimed for a period of seven years from the date of their transfer are required to be transferred by the Company to the IEPF, administered by the Central Government. Further, according to the said IEPF Rules, shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the financial year 2024-25, the Company has transferred a total of 2196 Shares to IEPF Authority. The Company has also transferred a sum of ` 45,72,195 being unclaimed dividend to IEPF. The dividend amount and shares transferred to the IEPF Authority can be claimed by the concerned members from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules.

19. Declaration

As required by Para D of Schedule V to the Listing Regulations, it is hereby confirmed and declared that all the members of the Board and senior management have affirmed compliance with the Code of Conduct of the Company for the financial year ended 31[st] March, 2025.

2025.
	On behalf of the Board of Directors
Place: Chennai	K M MAMMEN
Date: 07thMay, 2025	Chairman & Managing Director
	DIN: 00020202

60

==> picture [34 x 34] intentionally omitted <==

INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF MRF LIMITED

1. This certificate is issued in accordance with the terms of our Engagement Letter dated 02nd August 2024.

2. We, M M NISSIM & CO LLP and SASTRI & SHAH, Chartered Accountants, the Statutory Auditors of MRF LIMITED (“the Company”), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended 31st March, 2025, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and Paras C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

MANAGEMENT’S RESPONSIBILITY

1. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.

AUDITORS’ RESPONSIBILITY

1. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

2. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

3. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

4. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

OPINION

1. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and Paras C, D and E of Schedule V of the Listing Regulations during the year ended 31st March, 2025.

2. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

61

RESTRICTION ON USE

1. The certificate is addressed and provided to the Members of the Company solely for the purpose of enabling the Company to comply with the requirement of the Listing Regulations and should not be used by any other person or for any other purpose. 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 certificate is shown or into whose hands it may come without our prior consent in writing.

For M M NISSIM & CO LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Regn. No. 107122W/W100672 Firm Regn. No. 003643S N KASHINATH C.R. KUMAR Partner Partner Mem. No. 036490 Mem. No. 026143 UDIN: 25036490BMFZMD2383 UDIN: 25026143BMIXES3300 Place: Chennai Place: Chennai Date: 07th May 2025 Date: 07th May 2025

62

==> picture [34 x 34] intentionally omitted <==

STANDALONE FINANCIAL STATEMENTS

63

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MRF LIMITED

Report on the Audit of the Standalone Financial Statements

1. Opinion

We have audited the Separate financial statements (also known as Standalone Financial Statements) of MRF Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year ended on that date, and a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31st March 2025, and its profit (financial performance including Other Comprehensive Income), the Changes in Equity and its Cash Flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

64

==> picture [34 x 34] intentionally omitted <==

Sr. No.	Key Audit Matter	How the matter was addressed in our audit
1	Defined Benefit Obligation The valuation of the retirement benefit schemes in the Company is determined with reference to various actuarial assumptions including discount rate, future salary increases, rate of inflation, mortality rates and attrition rates. Due to the size of these schemes, small changes in these assumptions can have a material impact on the estimated defined benefit obligation.	Our audit procedures included: We have examined the key controls over the process involving member data, formulation of assumptions and the financial reporting process in arriving at the provision for retirement benefits. We tested the controls for determining the actuarial assumptions and the approval of those assumptions by senior management. We found these key controls were designed, implemented and operated effectively, and therefore determined that we could place reliance on these key controls for the purposes of our audit. We tested the employee data used in calculating the obligation and where material, we also considered the treatment of curtailments, settlements, past service costs, remeasurements, benefits paid, and any other amendments made to obligations during the year. From the evidence obtained, we found the data and assumptions used by management in the actuarial valuations for retirement benefit obligations to be appropriate.
2	Provision for Sales related obligations The Company makes an estimated provision for sales related obligations based on commitments, established trade practices, historical trends and other assumptions which are judgemental including those relating to outflow of resources. Considering the significant judgements involved in making the above estimate, we have considered this as a keyaudit matter.	Our audit procedures included: We understood and tested the controls over the assumptions applied in arriving at the provision for Sales related obligations. Tested on sample basis, the provision made during the year with relevant data elements, assumptions involved, validation of formula used in the spread sheet and management review and control of the relevant internal and external factors impacting the provision.
3	Litigation, Claims and Contingent Liabilities (Refer Note 27(q)) The Company is exposed to variety of different laws, regulations and interpretations thereof. Consequently, in the normal course of business, Provisions and Contingent Liabilities may arise from legal proceedings, constructive obligations and commercial claims. • Management applies significant judgement when considering whether and how much to provide for the potential exposure of each matter.	Our audit procedures included: • We understood the processes, evaluated the design and implementation of controls and tested the operating effectiveness of the Company’s controls over the recording and re- assessment of uncertain legal positions, claims and contingent liabilities. • We held discussions with senior management including the person responsible for legal and compliance to obtain an understanding of the factors considered by management in classification of the matter as ‘probable’, ‘possible’ and ‘remote’. • Examined the Company’s legal expenses on sample basis and read the minutes of the board meetings in order to ensure completeness.

65

Sr. No.	Key Audit Matter	How the matter was addressed in our audit
	• These estimates could change substantially over time as new facts emerge as each legal case or matters progresses. • Given the different views possible, basis the interpretations, complexity and the magnitude of potential exposures and the judgement necessary to estimate the amount of provision required or determine required disclosures.	• With respect to tax matters, involving our tax specialists, and discussing with the Company’s tax officers, their views and strategies on significant cases, as well as the related technical grounds relating to their conclusions based on applicable tax laws. • Assessing the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures. • For those matters where management concluded that no provisions should be recorded, considering the adequacy and completeness of the Company’s disclosures.
4	Property, Plant and Equipment (Including Capex) • Tracking and monitoring capex requires more attention to ensure reasonable accurateness and completeness of financial reporting in respect of Property, Plant and Equipment. • Further, technical complexities require management to assess and make estimates/ judgements about capitalization, estimated useful life, impairment etc. which has material impact on Balance sheet and operating results. • Refer note 1 to Standalone financial statements.	Our audit procedures included: Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows : • We assessed company’s process regarding maintenance of records and accounting of transactions pertaining to Property, Plant and Equipment including capital work in progress with reference to Ind AS 16. • We have carried out substantive audit procedures at financial and assertion level to verify the capitalization of assets as Property, Plant and Equipment • We have reviewed management judgement pertaining to estimation of useful life and depreciation of the Property, Plant and Equipment in accordance with Schedule II of the Companies Act, 2013. • We have relied on physical verification conducted by management and management representations.

4. Information Other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report, Management Discussion and Analysis, Report on Corporate Governance, Business Responsibility and Sustainability Report, but does not include the Standalone Financial Statements and our auditor’s report thereon. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

66

==> picture [34 x 34] intentionally omitted <==

5. Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, Changes in Equity and Cash Flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company’s financial reporting process.

6. Auditor’s Responsibility for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions

67

are based on the audit evidence obtained up to date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

7. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, based on our audit, we report that:

• a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

• b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

• c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

• d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under section 133 of the Act.

• e) On the basis of the written representations received from the directors as on 31[st] March 2025 taken on record by the Board of Directors, none of the directors are disqualified as on 31[st] March 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

• f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” . Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to Standalone Financial Statements.

• g) As required by section 197(16) of the Act, based on our audit, we report that the Company has paid and provided for remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

• h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

68

==> picture [34 x 34] intentionally omitted <==

• i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements – Refer Note 27 (q) to the Standalone Financial Statements;

• ii. The Company has long-term contracts including derivative contracts for which there were no material foreseeable losses; and

• iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

• iv. (a) As represented to us by the management and to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding whether recorded in writing or otherwise that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

• (b) As represented to us by the management and to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

• (c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that causes us to believe that the above representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material misstatement.

• v. The Company has complied with the provisions with respect to Section 123 of the Companies Act, 2013 in respect of final dividend proposed in the previous year, interim dividends declared and paid by the company during the year and the proposed final dividend for the year which is subject to the approval of members at the ensuing Annual General Meeting.

• vi. Based on our examination which included test checks, the company has used an accounting software (SAP) for maintaining its books of account which has a inbuilt feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.

For M.M. NISSIM & CO. LLP	For SASTRI & SHAH
Chartered Accountants	Chartered Accountants
Firm Reg.No.107122W / W100672	Firm Reg.No. 003643S
N KASHINATH Partner Mem.No.036490 UDIN: 25036490BMFZLZ9577 Place: Chennai Date : 7thMay 2025	C R KUMAR Partner Mem.No.026143 UDIN: 25026143BMIXEQ5592 Place : Chennai Date : 7thMay 2025

69

ANNEXURE ”A” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF MRF LIMITED

• (i) (a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and Right-ofUse assets;

  • B. The Company has maintained proper records showing full particulars of intangible assets.

• (b) The Assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification. All discrepancies have been properly dealt with in the books of accounts;

• (c) Based on our examination of the registered sale deed / transfer deed / conveyance deed / property tax paid documents (which evidences title) provided to us, we report that, the title in respect of self – constructed buildings and title deeds of all other immovable properties, (other than immovable properties where the Company is the lessee and where the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in Property, Plant and Equipment are held in the name of the Company as at the balance sheet date.

• (d) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use assets) and intangible assets during the year.

• (e) No proceedings have been initiated during the year or are pending against the Company as at 31st March 2025 for holding any benami property under the Benami Transaction (Prohibition) Act, 1988, as amended and rules made thereunder.

• (ii) (a) The inventory, except for goods in transit and stocks held with third parties, has been physically verified by the management during the year at reasonable intervals. In our opinion, the coverage and procedure of such verification by the management is appropriate having regard to the size of the Company and the nature of its operation. For stocks held with third parties at the year end, written confirmations have been obtained and in respect of goods in transit, the goods have been received subsequent to the year-end or confirmation have been obtained. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed on such physical verification of inventory when compared with books of account.

• (b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of `5 crores, in aggregate, at any point of time during the year, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns and other stipulated financial information filed by the Company with such banks are in agreement with the unaudited books of account of the Company for the first three quarters and with the audited books of account in respect of fourth quarter ending 31[st] March 2025 and there are no material discrepancies.

• (iii) The Company has made investments in companies and other entities. The Company has not provided any guarantee or security, and granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year.

• (a) The Company has not provided any loans or advances in the nature of loans or stood guarantee or provided security to any other entity during the year and hence reporting under clauses (iii)(a),(c),(d),(e) and (f) of the order are not applicable.

• (b) In our opinion, the investments made in companies are prima facie, not prejudicial to the company’s interest.

70

==> picture [34 x 34] intentionally omitted <==

• (iv) In our opinion, in respect of investments made, the Company has complied with the provisions of Section 186 of the Act.

• (v) The Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 as amended. Accordingly, the provisions of clause 3(v) of Para 3 of the Order are not applicable to the Company.

• (vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

• (vii) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value Added Tax during the year since effective 1st July, 2017, these statutory dues has been subsumed into GST.

• (a) The Company is regular in depositing undisputed statutory dues, including Goods and Service Tax, Provident Fund, Employees’ State Insurance, Income Tax, Duty of Customs, Cess and any other statutory dues with appropriate authorities, where applicable. There are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March 2025 for a period of more than six months from the date they became payable.

• (b) According to the records of the Company, the statutory dues referred to in sub-clause (a) above which have not been deposited as on 31st March 2025 on account of any dispute, are as follows:

Statute and nature of dues	Financial year to which the matter pertains	Forum where dispute is pending	`Crores
CENTRAL SALES TAX ACT, 1956 and VAT LAWS
Sales tax / VAT and Penalty	1999 -2000 to 2003-04, 2006-07, 2009-10 to 2017-18	Appellate Commissioner	129.70
	1996-97 to 2010-11, 2014- 15 and 2016-17	Appellate Tribunal/Board	9.18
	1996-97, 2006-07 to 2017-18	High Court	98.88
CUSTOMS ACT, 1962
Customs Duty and Penalty	2021-22	Appellate Commissioner	0.27
	2010-11 to 2019-20, 2021-22	Appellate Tribunal	54.87
	1992-93 to 1994-95	High Court	74.89
CENTRAL EXCISE ACT, 1944 and Finance Act, 1994
Excise Duty, Service Tax and Penalty	1997-98	Appellate Commissioner	0.08
	2008-09 to 2017-18	Appellate Tribunal	462.50
INCOME TAX, 1961
Income Tax	2020-21	Appellate Commissioner	14.92
	2014-15 & 2015-16	Appellate Tribunal	20.64
	2008-09	High Court	3.56
GOODS & SERVICES TAX
GST	2017-18 to 2020-21 and 2022-23	Appellate Commissioner	47.15
	2017-18, 2022-23	Appellate Tribunal	0.34
	2019-20	High Court	18.58

71

• (viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

• (ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

• (b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

• (c) To the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained.

• (d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

• (e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

• (f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries.

• (x) (a) The Company has not raised any moneys by way of Initial Public Offer or Further Public Offer (Including debt instruments), during the year and hence reporting under Clause (x) (a) of Para 3 of the Order is not applicable to the Company.

• (b) The Company has not made any preferential allotment or private placement of share or fully convertible debentures (fully, partially or optionally convertible) during the year and accordingly provisions of clause (x)(b) of Para 3 of the Order are not applicable to the Company.

• (xi) (a) On the basis of our examination and according to the information and explanations given to us, no fraud by the Company or any material fraud on the Company has been noticed or reported during the year, nor have we been informed of any such case by the management.

• (b) To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year.

• (c) We have taken into consideration the whistle blower complaints received by the Company during the year, while determining the nature, timing and extent of audit procedures.

• (xii) The Company is not a Nidhi Company and accordingly provisions of clause (xii) of Para 3 of the order are not applicable to the Company.

• (xiii) On the basis of our examination and according to the information and explanations given to us, we report that all the transaction with the related parties are in compliance with Section 177 and 188 of the Act, and the details have been disclosed in the Standalone Financial Statements in Note 27(c) as required by the applicable Indian Accounting standards.

• (xiv) (a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

• (b) We have considered, the internal audit reports for the year under audit, issued during the year and till date, in determining the nature, timing and extent of our audit procedures.

• (xv) According to the information and explanations given to us, in our opinion during the year the Company has not entered into any non

72

==> picture [34 x 34] intentionally omitted <==

• -cash transactions with directors or persons connected with the directors and hence provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.

• (xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, provisions of clause (xvi)(a) of Para 3 of the Order are not applicable to the Company.

• (b) During the year, the Company has not conducted any Non-Banking Financial or Housing Finance activities and accordingly, provisions of clause (xvi)(b) of Para 3 of the Order are not applicable to the Company.

• (c) The Company is not a Core Investment Company (CIC) as defined in the Regulations made by the Reserve Bank of India and accordingly the provisions of clause (xvi)(c) of Para 3 of the Order is not applicable to the Company.

• (d) The group does not have any CIC as a part of the group and accordingly reporting under clause (xvi)(d) of Para 3 of the Order is not applicable to the Company.

• (xvii) The Company has not incurred cash losses during the Financial Year covered by our audit and in the immediately preceding Financial Year.

• (xviii) There has been no resignation of the statutory auditors of the Company during the year.

• (xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us

• to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• (xx) (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on ‘other than ongoing‘ projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with the provision of sub-section (5) of section 135 of the said Act. Accordingly, reporting under clause (xx) (a) of Para 3 of the Order is not applicable for the year.

• (b) In respect of ‘ongoing‘ projects, the Company has transferred unspent CSR amount, to a special account within a period of 30 days from the end of the said financial year in compliance with the provisions of sub section (6) of section 135 of the said Act.

For M.M. NISSIM & CO. LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Reg.No.107122W / W100672 Firm Reg.No. 003643S

N KASHINATH C R KUMAR Partner Partner Mem.No.036490 Mem.No.026143 UDIN: 25036490BMFZLZ9577 UDIN: 25026143BMIXEQ5592 Place: Chennai Place : Chennai Date : 7[th] May 2025 Date : 7[th] May 2025

73

“ANNEXURE B” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF MRF LIMITED.

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (“THE ACT”)

1. OPINION

We have audited the internal financial controls with reference to Standalone Financial Statements of MRF LIMITED (“the Company”) as of 31[st] March 2025 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to Standalone Financial Statements and such internal financial controls with reference to standalone financial statements were operating effectively as at 31[st] March 2025, based on the internal financial control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial reporting issued by the Institute of Chartered Accountants of India (ICAI).

2. MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence

to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Act.

3. AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls with reference to Standalone Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Standalone Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements includes obtaining an understanding of internal financial controls with reference to Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to Standalone Financial Statements.

74

==> picture [34 x 34] intentionally omitted <==

4. MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

A Company’s internal financial control with reference to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control with reference to Standalone Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

5. INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference to Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For M.M. NISSIM & CO. LLP

For M.M. NISSIM & CO. LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Reg.No.107122W / W100672 Firm Reg.No. 003643S

For M.M. NISSIM & CO. LLP Chartered Accountants Firm Reg.No.107122W / W100672	For SASTRI & SHAH Chartered Accountants Firm Reg.No. 003643S
N KASHINATH Partner	C R KUMAR Partner
Mem.No.036490	Mem.No.026143
UDIN: 25036490BMFZLZ9577	UDIN: 25026143BMIXEQ5592
Place: Chennai	Place : Chennai
Date : 7thMay 2025	Date : 7thMay 2025

75

MRF LIMITED, CHENNAI
BALANCE SHEET AS AT 31ST MARCH,	2025						(`Crores)
				Note		As at	As at
					31.03.2025		31.03.2024
ASSETS
Non-Current Assets
Property, Plant and Equipment Capital Work-in-Progress Right of Use Assets Other Intangible Assets Financial Assets				2 (a ) 2 (b) 2 (c) 2 (d)	12257.95 1166.47 850.22 20.56		11193.96 2362.51 758.14 25.12
- Investments				3		1155.67	1141.64
- Loans				4		7.61	4.09
- Other Financial Assets				5		28.71	25.80
Non Current Tax Asset (Net)						329.29	343.54
Other Non-current Assets				6		264.82	358.16
Current Assets
Inventories				7		5539.34	4360.72
Financial Assets
- Investments				3		3403.33	2261.98
- Trade Receivables				8		3302.13	2841.86
- Cash and Cash Equivalents - Bank Balances other than Cash and Cash Equivalents - Loans				9 10 4		243.61 5.85 4.99	235.55 4.79 5.80
- Other Financial Assets				5		191.20	187.55
Other Current Assets				6		324.35	303.58
TOTAL ASSETS					29096.10		26414.79
EQUITY AND LIABILITIES EQUITY Share Capital Other Equity Total Equity LIABILITIES				SOCE SOCE	4.24 18171.63 18175.87		4.24 16436.41 16440.65
Non-Current Liabilities
Financial Liabilities
- Borrowings - Lease Liability Provisions				11 12		374.43 755.31 284.88	724.11 655.19 259.45
Deferred Tax Liabilities (Net) Other Non-current Liabilities				13 14		456.50 242.60	457.84 336.55
Current Liabilities
Financial Liabilities
- Borrowings - Lease Liability - Trade Payables (A) total outstanding dues of micro enterprises and small enterprises; (B) total outstanding dues of creditors other than micro enterprises and - Other Financial Liabilities			small enterprises	11 15 15 16		1212.11 110.84 28.55 3978.19 388.32	906.70 91.09 32.77 2911.64 507.94
Other Current Liabilities				14		2746.50	2645.07
Provisions				12		342.00	445.79
Total Liabilities					10920.23		9974.14
TOTAL EQUITY AND LIABILITIES Material Accounting Policies				1	29096.10		26414.79
Accompanying Notes are an integral part of these Financial Statements
This is the Balance Sheet referred to in our report of even date
For M M NISSIM & CO LLP	For SASTRI & SHAH
Chartered Accountants	Chartered Accountants
Firm Reg. No. 107122W / W100672	Firm Reg. No. 003643S
N. KASHINATH	C R KUMAR	MADHU P NAINAN	S DHANVANTH KUMAR	VIkRAM TARANATH HOSANGADy			K M MAMMEN
Partner	Partner	Executive Vice President	Company Secretary		Director	Chairman & Managing Director
Mem. No. 036490	Mem. No. 026143	Finance	Chennai		DIN : 09757469		DIN : 00020202
Chennai	Chennai	Chennai			Chennai		Chennai
Dated 7thMay,2025

76

==> picture [34 x 34] intentionally omitted <==

MRF LIMITED, CHENNAI
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2025			(`Crores)
	Note	Year Ended	Year Ended
		31.03.2025	31.03.2024
INCOME
Revenue from Operations	17	27665.22	24673.68
Other Income	18	402.86	312.46
TOTAL INCOME		28068.08	24986.14
EXPENSES
Cost of materials consumed	19	18348.97	15051.75
Purchases of Stock-in-Trade	27(s(2))	28.10	21.22
Changes in inventories of Finished Goods, Stock-in-Trade and Work-in-Progress	20	(601.10)	(182.41)
Employee Benefits Expense	21	1831.53	1749.52
Finance Costs	22	291.43	316.34
Depreciation and Amortisation Expense	2 (a),(c) and(d)	1647.40	1425.00
Other Expenses	23	4101.85	3865.76
TOTAL EXPENSES		25648.18	22247.18
PROFIT BEFORE TAX		2419.90	2738.96
TAX EXPENSE
Current Tax		597.86	624.59
Deferred Tax		(0.51)	73.42
TOTAL TAX EXPENSE		597.35	698.01
PROFIT FOR THE YEAR		1822.55	2040.95
OTHER COMPREHENSIVE INCOME (OCI)
Items that will not be reclassified to Profit or Loss (net of tax)
Remeasurements of Defined benefit plans	27(f(2iv(a iii) and	(1.45)	(37.90)
	b(iv))
Items that may be reclassified to Profit or Loss (net of tax)
Fair value of cash flow hedges through other comprehensive income	24B(i(b(v))	(9.37)	(3.57)
Fair value of debt instruments through other comprehensive income		8.31	6.52
TOTAL OTHER COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR, NET OF TAX		(2.51)	(34.95)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		1820.04	2006.00
EARNINGS PER EQUITY SHARE	27 (m)
Basic (`Per share)		4297.31	4812.26
Diluted (`Per share)		4297.31	4812.26
Material Accounting Policies	1

Accompanying Notes are an integral part of these Financial Statements This is the Statement of Profit and Loss referred to in our report of even date

For M M NISSIM & CO LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S N. KASHINATH C R KUMAR MADHU P NAINAN S DHANVANTH KUMAR VIkRAM TARANATH HOSANGADy K M MAMMEN Partner Partner Executive Vice President Company Secretary Director Chairman & Managing Director Mem. No. 036490 Mem. No. 026143 Finance Chennai DIN : 09757469 DIN : 00020202 Chennai Chennai Chennai Chennai Chennai Dated 7[th] May, 2025

77

STATEMENT OF CHANGES IN EQUITY (SOCE) FOR THE YEAR ENDED 31ST MARCH 2025

				(`Crores)
SHARE CAPITAL	As at	As at	As at	As at
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
	Number	Number	Amount	Amount
Authorised Share Capital
Equity Shares of`10/-each	9000000	9000000	9.00	9.00
Redeemable Cumulative Preference Share of`100/-each	100000	100000	1.00	1.00
Issued, Subscribed and fully paid up Equity Shares (Excludes 71 bonus	4241143	4241143	4.24	4.24
shares not issued and not alloted on non-payment of call monies)
Balance at the beginning of the reporting year	4241143	4241143	4.24	4.24
Changes in equityshare capital duringthe reporting year	-	-	-	-
Balance at the end of the reporting year	4241143	4241143	4.24	4.24

Rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital

The Company has one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one vote per share held. The dividends proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

The Company has declared two interim dividends aggregating to 2.54 Crores (Previous year - 2.54 Crores) which has already been distributed during the Financial Year 2024-25.

Shares in the Company held by each shareholder holding more than fivepercent shares	As at 31.03.2025	As at 31.03.2025	As at 31.03.2024	As at 31.03.2024
	No.	%	No.	%
Comprehensive Investment and Finance Company Private Limited	441834	10.42%	441834	10.42%
MOWI Foundation	507984	11.98%	507984	11.98%

78

==> picture [34 x 34] intentionally omitted <==

(` Crores)

OTHER EQUITY	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Other Comprehensive Income(OCI)	Other Comprehensive Income(OCI)	TOTAL
	Securities Premium	General Reserve	Remeasurements of Defined Benefit Plans	Retained Earnings	Cash Flow Hedges	Debt Instruments
Balance at the beginning of the comparative reporting year - 1st April 2023	9.42	14579.48	(64.05)	-	3.53	(23.75)	14504.63
Profit for the Comparative Year ending31st March 2024	-	-	-	2040.95	-	-	2040.95
Other Comprehensive (Loss) / Income for the Year ending 31st March 2024	-	-	(37.90)	-	(3.57)	6.52	(34.95)
Total Comprehensive Income for the Comparativeyear	-	-	(37.90)	2040.95	(3.57)	6.52	2006.00
Transactions with owners in their capacity as owners:
- Interim Dividends (`6per share)	-	-	-	(2.54)	-	-	(2.54)
- Final Dividend (`169per share)	-	-	-	(71.68)	-	-	(71.68)
Transfer to General Reserve	-	1966.73	-	(1966.73)	-	-	-
Balance at the beginning of the reporting year	9.42	16546.21	(101.95)	-	(0.04)	(17.23)	16436.41
Profit for the reporting year ending31st March 2025	-	-	-	1822.55	-	-	1822.55
Other Comprehensive (Loss) / Income	-	-	(1.45)	-	(9.37)	8.31	(2.51)
Total Comprehensive Income for the Reporting year	-	-	(1.45)	1822.55	(9.37)	8.31	1820.04
Transactions with owners in their capacity as owners:
- Interim Dividends (`6per share)	-	-	-	(2.54)	-	-	(2.54)
- Final Dividend (`194per share)	-	-	-	(82.28)	-	-	(82.28)
Transfer to General Reserve	-	1737.73	-	(1737.73)	-	-	-
Balance at the end of the reporting year ending 31st March 2025	9.42	18283.94	(103.40)	-	(9.41)	(8.92)	18171.63

79

General Reserve	General Reserve represents accumulated profits and is created by transfer of profits from Retained Earnings and it is not an item of Other Comprehensive Income and the same shall not be subsequentlyreclassified to the Profit and Loss.
Retained Earnings	Retained earnings are the Profits that the Companyhas earned till date, less anytransfer to General reserve and Dividend.
Cash Flow Hedges	Gains / Losses on Effective portion of cashflow hedges are initially recognized in Other Comprehensive Income as per IND AS 109. These gains or losses are reclassified to the Profit or Loss when the forecasted transaction affects earnings,except for hedge transactions resulting in recognition of non financial assets which are included in the carrying amount of the asset (“ Basis Adjustments”).
Debt Instruments	The fair value change of the debt instruments measured at fair value through Other Comprehensive Income is recognised in Debt instruments through Other Comprehensive Income. Upon derecognition, the cumulative fair value changes on the said instruments are reclassified to the Profit and Loss.
Remeasurements of Defined Benefit Plans	Gains/Losses arising on Remeasurements of Defined Plan at the end of each reporting period is separately disclosed under Reserves and Surplus and shall not be reclassified to the Profit or Loss in the Subsequentyears.

Accompanying Notes are an integral part of these Financial Statements.

This is the Statement of Changes in Equity (SOCE) referred to in our report of even date.

For M M NISSIM & CO LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S N. KASHINATH C R KUMAR MADHU P NAINAN S DHANVANTH KUMAR VIkRAM TARANATH HOSANGADy K M MAMMEN Partner Partner Executive Vice President Company Secretary Director Chairman & Managing Director Mem. No. 036490 Mem. No. 026143 Finance Chennai DIN : 09757469 DIN : 00020202 Chennai Chennai Chennai Chennai Chennai Dated 7[th] May, 2025

80

==> picture [34 x 34] intentionally omitted <==

Disclosure of Shareholding of Promoter and Promoter Group

SL. No.	Name of the Shareholder	As at 31.03.2025	As at 31.03.2025	% change during the year as compared to 31st March 2024	As at 31.03.2024	As at 31.03.2024	% change during the year as compared to 31stMarch 2023
		No. of shares	% of total shares		No. of shares	% of total shares
1	ACCAMMA KURUVILLA	-	-	-	-	-	(0.05)
2	ADARSH MAMMEN VERGHESE	3030	0.07	-	3030	0.07	0.02
3	ADITH POULOSE MAMMEN	1435	0.03	-	1435	0.03	0.01
4	ADITI MAMMEN GUPTA	4741	0.11	(0.00)	4744	0.11	-
5	AMBIKA MAMMEN	2489	0.06	-	2489	0.06	-
6	AMIT MATHEW	3570	0.08	-	3570	0.08	-
7	AMMU MATHEW	2650	0.06	-	2650	0.06	-
8	ANITA MANI	1821	0.04	(0.00)	1844	0.04	0.01
9	ANNA PHILIP	650	0.02	-	650	0.02	0.01
10	ANNA RAPHAEL	258	0.01	-	258	0.01	-
11	ANNA THOMAS CHACKO	1291	0.03	-	1291	0.03	-
12	ANNAMMA MAMMEN	3755	0.09	-	3755	0.09	-
13	ANNAMMA PHILIP	7550	0.18	(0.09)	11550	0.27	0.06
14	ANNU KURIEN	15195	0.36	-	15195	0.36	(0.01)
15	ARJUN JOSEPH	1850	0.04	-	1850	0.04	-
16	ARUN MAMMEN	27560	0.65	-	27560	0.65	-
17	ASHOK KURIYAN	1871	0.04	(0.00)	1878	0.04	-
18	ASHWATHI VARGHESE	9450	0.22	-	9450	0.22	-
19	ASHWATHI JACOB	151	0.00	-	151	0.00	-
20	BADRA ESTATES & INDUSTRIES LIMITED	5805	0.14	-	5805	0.14	(0.02)
21	BEEBI MAMMEN	20237	0.48	-	20237	0.48	-
22	BINA MATHEW	1568	0.04	-	1568	0.04	-
23	BRAGA INDUSTRIES LLP	29457	0.69	-	29457	0.69	-
24	CHALAKUZHY POULOSE MAMMEN	480	0.01	(0.00)	530	0.01	-
25	CHERIAN JACOB	1506	0.04	0.04	-	-	-
26	CHITRA MARIAM MATTHAI	2000	0.05	0.05	-	-	-
27	CIBI MAMMEN	500	0.01	-	500	0.01	-
28	COMPREHENSIVE INVESTMENT AND FINANCE COMPANY PVT LTD	441834	10.42	-	441834	10.42	-
29	DEVON MACHINES PVT LTD	1000	0.02	-	1000	0.02	-
30	ELIZABETH JACOB MATTHAI	-	-	-	-	-	(0.09)
31	GEETHA ZACHARIAH	6113	0.14	-	6113	0.14	-
32	GEETHA MAMMEN MAPPILLAI	250	0.01	-	250	0.01	-
33	GEORGE JACOB	1506	0.04	0.04	-	-	-
34	GEORGE MAMMEN	808	0.02	-	808	0.02	-
35	HANNAH KURIAN	600	0.01	-	600	0.01	-
36	HARSHA MATHEW	2000	0.05	-	2000	0.05	-
37	JACOB MAMMEN	35120	0.83	-	35120	0.83	-

81

SL. No.	Name of the Shareholder	As at 31.03.2025	As at 31.03.2025	% change during the year as compared to 31st March 2024	As at 31.03.2024	As at 31.03.2024	% change during the year as compared to 31stMarch 2023
		No. of shares	% of total shares		No. of shares	% of total shares
38	JACOB MATHEW	20027	0.47	-	20027	0.47	-
39	JACOB MATTHAI	-	-	(0.09)	4000	0.09	0.09
40	JAYANT MAMMEN MATHEW	2190	0.05	-	2190	0.05	-
41	JCEE MANUFACTURING AND SERVICES PVT LTD	19032	0.45	0.04	17316	0.41	0.09
42	JOSEPH KANIANTHRA PHILIPS	1000	0.02	-	1000	0.02	-
43	K C MAMMEN	-	-	(0.21)	9043	0.21	-
44	K K MAMMEN MAPPILLAI	7399	0.17	-	7399	0.17	-
45	K M MAMMEN	16048	0.38	-	16048	0.38	-
46	K S JOSEPH	483	0.01	-	483	0.01	-
47	K Z KURIYAN	650	0.02	-	650	0.02	-
48	KARUN PHILIP	-	-	-	-	-	(0.09)
49	KAVITA PHILIP	3109	0.07	0.07	-	-	-
50	kAVyA VERGHESE	2555	0.06	-	2555	0.06	0.01
51	KIRAN JOSEPH	1850	0.04	-	1850	0.04	-
52	KIRAN KURIYAN	403	0.01	-	403	0.01	-
53	KMMMF PVT TRUST	37522	0.88	0.00	37387	0.88	-
54	kULANGARA POULOSE PHILIP	500	0.01	-	500	0.01	0.01
55	KURIEN JACOB	1506	0.04	0.04	-	-	-
56	LATHA MATTHEW	5617	0.13	(0.01)	5817	0.14	0.00
57	M A MATHEW	6599	0.16	-	6595	0.16	-
58	M M HOUSING PRIVATE LIMITED	179	0.00	-	179	0.00	-
59	M.M.PUBLICATIONS LIMITED	300	0.01	-	300	0.01	-
60	MALINI MATHEW	2000	0.05	-	2000	0.05	-
61	MAMMEN JACOB	3016	0.07	0.07	-	-	-
62	MAMMEN EAPEN	-	-	-	-	-	(0.10)
63	MAMMEN MAPPILLAI INVESTMENTS LTD	1209	0.03	-	1209	0.03	-
64	MAMMEN MATHEW	11015	0.26	-	11015	0.26	-
65	MAMMEN PHILIP	8000	0.19	-	8000	0.19	(0.01)
66	MAMY PHILIP	6050	0.14	-	6050	0.14	(0.02)
67	MARIA MAMMEN	84	0.00	-	84	0.00	-
68	MARIAM MAMMEN MATHEW	100	0.00	-	100	0.00	-
69	MARIEN MATHEW	160	0.00	-	160	0.00	-
70	MARIKA MAMMEN APPIAH	100	0.00	-	100	0.00	-
71	MARY KURIEN	14594	0.34	-	14594	0.34	-
72	MEERA NINAN	6167	0.15	-	6167	0.15	-
73	MEERA PHILIP	23441	0.55	-	23441	0.55	-
74	MEERA MAMMEN	15840	0.37	-	15840	0.37	-
75	MICAH MAMMEN PARAMBI	100	0.00	-	100	0.00	-
76	NISHA SARAH MATTHEW	164	0.00	-	164	0.00	-
77	NITHYA SUSAN MATTHEW	-	-	-	-	-	(0.00)

82

==> picture [34 x 34] intentionally omitted <==

SL. No.	Name of the Shareholder	As at 31.03.2025	As at 31.03.2025	% change during the year as compared to 31st March 2024	As at 31.03.2024	As at 31.03.2024	% change during the year as compared to 31stMarch 2023
		No. of shares	% of total shares		No. of shares	% of total shares
78	OMANA MAMMEN	4711	0.11	-	4711	0.11	0.00
79	PENINSULAR INVESTMENTS PRIVATE LIMITED	124367	2.93	-	124367	2.93	-
80	PETER PHILIP	12538	0.30	-	12538	0.30	-
81	PETER K PHILIPS	-	-	-	-	-	(0.01)
82	PHILIP MATHEW	11762	0.28	-	11762	0.28	-
83	PREMA MAMMEN MATHEW	10881	0.26	-	10881	0.26	-
84	PREMINDA JACOB	98	0.00	-	98	0.00	-
85	RACHEL MATTHAI	2000	0.05	0.05	-	-	-
86	RACHEL KATTUKARAN	15047	0.35	-	15047	0.35	(0.04)
87	RADHIKA MARIA MAMMEN	600	0.01	-	600	0.01	-
88	RAHUL MAMMEN MAPPILLAI	4538	0.11	-	4538	0.11	-
89	RAMANI JOSEPH	2509	0.06	-	2509	0.06	-
90	RANJEET JACOB	28	0.00	-	28	0.00	-
91	REENU ZACHARIAH	517	0.01	-	517	0.01	-
92	RIYAD MATHEW	4520	0.11	-	4520	0.11	-
93	ROHAN MATHEW MAMMEN	1435	0.03	-	1435	0.03	(0.00)
94	ROSHIN VARGHESE	6589	0.16	-	6589	0.16	(0.00)
95	ROY MAMMEN	12439	0.29	-	12439	0.29	-
96	SAMIR THARIYAN MAPPILLAI	4470	0.11	-	4470	0.11	-
97	SARA KURIYAN	1880	0.04	-	1880	0.04	-
98	SARAH CHERIAN TRUST	4950	0.12	-	4950	0.12	-
99	SARAH THOMAS	12033	0.28	(0.01)	12233	0.29	(0.00)
100	SARASU JACOB	13694	0.32	(0.01)	13819	0.33	(0.00)
101	SHANTA MAMMEN	4938	0.12	-	4938	0.12	-
102	SHILPA MAMMEN	6472	0.15	-	6472	0.15	0.05
103	SHIRIN MAMMEN	1450	0.03	-	1450	0.03	-
104	SHONA BHOJNAGARWALA	50	0.00	-	50	0.00	-
105	SHREYA JOSEPH	5120	0.12	-	5120	0.12	-
106	STABLE INVESTMENTS AND FINANCE COMPANY LTD	3964	0.09	-	3964	0.09	-
107	SUSAN ABRAHAM	1016	0.02	-	1016	0.02	0.02
108	SUSAN GEORGE	1509	0.04	0.04	-	-	-
109	SUSAN KURIAN	9137	0.22	-	9137	0.22	-
110	SUSY THOMAS	5278	0.12	-	5278	0.12	-
111	TARA JOSEPH	2975	0.07	-	2975	0.07	(0.00)
112	THANGAM MAMMEN	5481	0.13	-	5481	0.13	(0.01)
113	THE MALAYALA MANORAMA COMPANY LIMITED	6109	0.14	-	6109	0.14	-
114	USHA EAPEN GEORGE	1850	0.04	(0.01)	1950	0.05	0.02
115	VARUN MAMMEN	8706	0.21	-	8706	0.21	-
116	VIKRAM KURUVILLA	109	0.00	-	109	0.00	-
117	ZACHARIAH KURIYAN	3411	0.08	-	3411	0.08	-
Total		1178291			1178035

Note : Figures in bracket represents reduction in percentage change as compared to previous period.

83

MRF LIMITED, CHENNAI
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2025			(`Crores)
A. CASH FLOW FROM OPERATING ACTIVITIES : NET PROFIT BEFORE TAX Adjustment for : Depreciation Reversal of Impairment of Financial Assets Unrealised Exchange (Gain) / Loss Government Grant Finance Cost Interest Income Dividend Income Loss on Sale / Disposal of Property,Plant and Equipment Provision for Impairment of Assets( other than Financial Assets) Fair Value changes in Investments Fair Value changes in Financial Instruments Gain on Sale of Investments Bad debts written off OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES Trade Receivables Other Receivables Inventories - Finished goods Inventories - Raw materials and Others Trade Payable - Import acceptance and Others Provisions Other Liabilities CASH GENERATED FROM OPERATIONS Direct Taxes paid NET CASH FROM OPERATING ACTIVITIES B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property,Plant and Equipment Proceeds from sale of Property, Plant and Equipment Purchase of Investments Proceeds from sale of Investments Fixed Deposits Others - Placed Fixed Deposits Others - Proceeds Fixed Deposits with Banks - Proceeds Loans (Financial assets) - given Loans (Financial assets) - repaid Interest Income Dividend Income NET CASH (USED IN) INVESTING ACTIVITIES	Year ended 31.03.2025 2419.90 1647.40 (0.61) (0.65) (1.55) 291.43 (107.22) (0.25) 1.65 - (225.64) 14.90 (3.54) 0.15 1616.07 4035.97 (463.70) (37.69) (473.45) (705.17) 1066.72 (81.20) (119.18) (813.67) 3222.30 (583.61) 2638.69 (1298.74) 13.30 (2877.86) 1962.02 - - 0.05 (27.67) 24.11 97.22 0.25 (2107.32)		Year ended 31.03.2024 2738.96 1425.00 (0.45) (1.22) (1.52) 316.34 (99.57) (0.35) 10.68 4.59 (159.54) 7.72 (0.64) 0.29 1501.33
	(463.70) (37.69) (473.45) (705.17) 1066.72 (81.20) (119.18)	4035.97 (813.67)	(398.43) (65.81) (115.42) (202.62) 185.72 218.29 73.17	4240.29 (305.10)
	(1298.74) 13.30 (2877.86) 1962.02 - - 0.05 (27.67) 24.11 97.22 0.25	3222.30 (583.61)	(2135.98) 1.16 (445.98) 316.31 (288.00) 144.00 0.01 (28.10) 21.51 95.55 0.35	3935.19 (704.89)
		2638.69 (2107.32)		3230.30 (2319.17)

84

==> picture [34 x 34] intentionally omitted <==

MRF LIMITED, CHENNAI
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2025			(`Crores)
Year ended 31.03.2025 C. CASH FLOW FROM FINANCING ACTIVITIES (Repayments) / Proceeds from Working Capital Facilities (Net) 57.00 Repayment of Term Loans (100.00) Government Grant 1.55 Deferred payment Credit (1.00) Payment of Lease Liability (180.62) Interest paid (215.58) Dividend Paid (84.82) NET CASH FROM FINANCING ACTIVITIES (523.47) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 7.90 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE yEAR (Refer Note 9) 235.55 Unrealised Gain / (Loss) on Foreign currency Cash & Cash equivalents 0.16 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR (Refer Note 9) 243.61			Year ended 31.03.2024 (197.34) (150.00) 1.52 (0.88) (152.46) (250.07) (74.22) (823.45) 87.68 146.31 1.56 235.55
		7.90 235.55 0.16 243.61		87.68 146.31 1.56 235.55
Refer Note No 27 (l) for amount spent during the year ended 31st March 2025 and 31st March 2024 on construction / acquisition of CSR activities				assets relating to

Note to Cash Flow Statement:

1. The above Cash Flow Statement has been prepared under the Indirect Method. 2. Reconciliation of Financing Liabilties (Refer Note 11)

This is the Cash Flow Statement referred to in our report of even date

For M M NISSIM & CO LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S N. KASHINATH C R KUMAR MADHU P NAINAN S DHANVANTH KUMAR VIkRAM TARANATH HOSANGADy K M MAMMEN Partner Partner Executive Vice President Company Secretary Director Chairman & Managing Director Mem. No. 036490 Mem. No. 026143 Finance Chennai DIN : 09757469 DIN : 00020202 Chennai Chennai Chennai Chennai Chennai Dated 7[th] May, 2025

85

Note 1 – Company Information, Basis of Preparation, Measurement and Material Accounting Policies.

A) General Information

MRF Limited (the “Company”) is a limited company, incorporated on 5th November, 1960 in India, whose shares are publicly traded.

The Company is India’s largest tyre manufacturer and ranked amongst the top 20 Global Manufacturers, with 10 state-of-theart factories across India with an expansive tyre range from twowheelers to fighter aircrafts.

The Registered Office is located at No.114, Greams Road, Chennai-600 006.

The Company is the ultimate parent of MRF Group.

B) Basis of preparation of Financial Statements

The material accounting policies applied in the preparation of these Financial Statements are set out in Para C below. These policies have been consistently applied to all the years presented.

i. Statement of Compliance

These Separate Financial Statements (also known as Standalone Financial Statements) have been prepared in accordance with IND AS as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and subsequent amendments thereto.

ii. Basis of preparation and presentation

The Financial Statements have been prepared on historical cost basis considering the applicable provisions of Companies Act 2013, except for the following material item that has been measured at fair value as required by relevant Ind AS. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

• a) Certain financial assets/liabilities measured at fair value (Refer Note 1 (C 10)) and

• b) Any other item as specifically stated in the accounting policy. (Refer Note 27 (f))

The Financial Statement are presented in INR and all values are rounded off to Rupees Crores unless otherwise stated.

The Company reclassifies comparative amounts, unless impracticable and whenever the Company changes the presentation or classification of items in its Financial Statements materially. No such material reclassification has been made during the year.

The Financial Statements of the Company for the year ended 31[st] March, 2025 were authorised for issue in accordance with a resolution of the directors on 7[th] May, 2025.

iii. Major Sources of Estimation Uncertainty

In the application of accounting policy which are described in note (C) below, the management is required to make judgment, estimates and assumptions about the carrying amount of assets and liabilities, income and expenses, contingent liabilities and the accompanying disclosures that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant and are prudent and reasonable. Actual results may differ from those estimates. The estimates and underlying assumptions are reviewed on ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future period.

The few critical estimations and judgments made in applying accounting policies are:

Property, Plant and Equipment/Intangible Assets:

Useful life of Property, Plant and Equipment are as specified in Schedule II to the Companies Act, 2013 and on certain intangible assets based on technical advice which considered the nature of the asset, the usage of the asset, expected physical wear and tear,

86

==> picture [34 x 34] intentionally omitted <==

the operating conditions of the asset, anticipated technological changes, manufacturers warranties and maintenance support. The Company reviews the useful life of Property, Plant and Equipment and intangible assets at the end of each reporting period. This reassessment may result in change in depreciation charge in future periods. (Refer Note 1 (C 1))

Impairment of Non-financial Assets:

For calculating the recoverable amount of non-financial assets, the Company is required to estimate the value-in-use of the asset or the Cash Generating Unit and the fair value less costs of disposal. For calculating value in use the Company is required to estimate the cash flows to be generated from using the asset. The fair value of an asset is estimated using a valuation technique where observable prices are not available. Further, the discount rate used in value in use calculations includes an estimate of risk assessment specific to the asset.

Impairment of Financial Assets:

The Company impairs financial assets other than those measured at fair value through profit or loss or designated at fair value through other comprehensive income on expected credit losses. The estimation of expected credit loss includes the estimation of probability of default (PD), loss given default (LGD) and the exposure at default (EAD). Estimation of probability of default apart from involving trend analysis of past delinquency rates includes an estimation on forward-looking information relating to not only the counterparty but also relating to the industry and the economy as a whole. The probability of default is estimated for the entire life of the contract by estimating the cash flows that are likely to be received in default scenario. The lifetime PD is reduced to 12 months PD based on an assessment of past history of default cases in 12 months. Further, the loss given default is calculated based on an estimate of the value of the security recoverable as on the reporting date. The exposure at default is the amount outstanding at the balance sheet date. (Refer Note 1(C 10))

Defined Benefit Plans:

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. (Refer Note 27 (f))

Fair Value Measurement of Financial Instruments:

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. (Refer Note 1 (C10))

Income Taxes:

Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. (Refer Note 1 (C 9))

In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Company will realize the benefits of those deductible differences. The amount of the deferred

87

income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

Leases:

Ind AS 116 requires lessees to determine the lease term as the noncancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Company’s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Company concludes that no changes are required to lease period relating to the existing lease contracts. (Refer Note 1 (C 4))

Allowance for credit losses on receivables:

The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the countries where it operates. In calculating expected credit loss, the Company has also considered credit reports and other related credit information for its customers to estimate the probability of default in future.

C) Material Accounting Policies:

Ind AS 1 was amended vide notification no G.S.R.242(E) dated 31st March 2023 to require disclosure of Material Accounting Policy information from accounting periods beginning on or after 1 April 2023 instead of significant accounting policy disclosure

by amending paragraph 117, inserting paragraphs 117A to 117E and deleting paragraphs 118 to 121. Paragraph 117 of Ind AS 1 states when an information on accounting policy is considered as ‘Material Accounting Policy information’ as follows:

Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements .

Each of the policy disclosed herein below has been tested to determine whether the information disclosed is Material Accounting Policy information.

1) Property, Plant and Equipment (PPE)

The Company has elected to continue with the carrying value of Property, Plant and Equipment (‘PPE’) recognised as of the transition date, measured as per the Previous GAAP and use that carrying value as its deemed cost.

Property, Plant and Equipment are stated at cost less accumulated depreciation and accumulated impairment losses except for freehold land which is not amortised. Any gain or loss arising on derecognition of an item of Property, Plant and Equipment is determined as the difference between the net disposal proceeds and the carrying amount of the asset and is recognized in profit or loss with other income or other expense line item on net basis, respectively.

The depreciable amount of an asset is determined after deducting its residual value. Depreciation on the Property, Plant and Equipment, is provided over the useful life of assets based on management estimates which is in line with the useful life indicated in Schedule II to the Companies Act, 2013. Depreciation on all assets except Renewable Energy Saving Devices is provided on straight line basis whereas depreciation on renewable energy saving devices is provided on reducing balance basis. Given below are the estimated useful lives for each class of Property, Plant and Equipment:

88

==> picture [34 x 34] intentionally omitted <==

Description of the Asset	Estimated Useful life(On Single shift working)
Tangible(Owned Assets):
Building – Factory – Other than factorybuildings	30 Years 60 Years
Plant and Equipment	5-21 Years
Moulds	6 Years
Furniture and Fixtures	5 Years
Computer Servers	5 Years
Computers	3 Years
Office Equipment	5 Years
Other Assets, viz., Electrical Fittings, Fire Fighting/Other Equipments and Canteen Utensils	8-10 Years
Renewable Energy Saving Device – Windmills	22 Years
Vehicles	7 Years
Aircraft	10 and 20 Years
Right of Use Assets(Leased Assets) :
- Buildings-Other than factorybuildings	1-21 Years
- Vehicles	2 Years
- Land – Leasehold	Primary period of lease
Intangible(Owned Assets):
Software	5 Years

2) Intangible Assets:

• IIntangible assets acquired separately are measured on initial recognition at cost. After initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

Software (not being an integral part of the related hardware) acquired for internal use are treated as intangible assets.

Any gain or loss arising on derecognition of an intangible asset is determined as the difference between the net

disposal proceeds and the carrying amount of the asset and is recognized in profit or loss with other income or other expense line item on net basis, respectively.

Intangible Assets are amortised on straight-line method over the estimated useful economic life of the assets over 5 years.

The Company undertakes Research and Development activities for development of new and improved products. The Company recognises all expenditure incurred during the research phase in the profit or loss whereas the expenditure incurred in development phase are presented as Intangible Assets under Development till the time they are available for use in the manner intended at which moment they are treated as Intangible Assets and amortised over their estimated useful life.

3) Inventories:

Inventories consisting of stores and spares, raw materials, Work in progress, Stock in Trade and finished goods are measured at lower of cost and net realisable value. However, materials held for use in production of inventories are not written down below cost, if the finished products are expected to be sold at or above cost.

The cost is computed on FIFO basis except for stores and spares which are on daily moving Weighted Average Cost basis.

Inventory obsolescence is based on assessment of the future uses. Obsolete and slow-moving items are subjected to continuous technical monitoring.

4) Leases:

The Company as a lessee

The Company’s lease asset classes primarily consist of leases for land, buildings and vehicles. The Company assesses whether a contract contains a lease, at inception of a contract.

89

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (shortterm leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Lease term includes extension or termination options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost and subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment of whether it will exercise an extension or a termination option.

5) Government Grants:

The grant relating to export benefits is presented under other income on a systematic basis in the Profit or Loss over the periods necessary to match them with the related costs, which they are intended to compensate. Subsidies received from State Government are presented under other operating income. Where the grant relates to an asset under EPCG Scheme, it is presented as a deferred income aggregated under other liabilities in Balance Sheet and presented under other income in equal amounts over the expected useful life of the related asset.

Where the assets have been fully depreciated with no future related cost, the grant is recognised in profit or loss.

When loans or similar assistance are provided by governments or related institutions, with an interest rate below the current applicable market rate, it is regarded as a government grant. The loan or assistance is initially recognised and measured at fair value and the government grant is measured as the difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently measured as per the accounting policy applicable to financial liabilities in respect of loans/assistance received subsequent to the date of transition.

6) Provisions, Contingent Liabilities and Contingent Assets:

Provisions are recognized when there is a present legal or constructive obligation as a result of a past event and it is probable (i.e. more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provision for separate sales related obligations (warranty) is made for probable future claims on sales effected and are estimated based on previous claim experience on a scientific basis. This provision is revised annually.

Contingent liabilities are disclosed on the basis of judgment of management / independent experts. These are reviewed at each balance sheet date and are adjusted to reflect the current management estimate.

7) Revenue Recognition:

The Company derives revenues primarily from sale of goods comprising of Automobile Tyres, Tubes, Flaps and Tread Rubber.

Revenue from contract with customers is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration the

90

==> picture [34 x 34] intentionally omitted <==

Company expects to receive in exchange for those products or services.

Revenue from the sale of goods is recognised at the point in time when control is transferred to the customer.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of turnover/product/prompt payment discounts and schemes offered by the Company as part of the contract with the customers. When the level of discount varies with increase in levels of revenue transactions, the Company recognises the liability based on its estimate of the customer’s future purchases using expected value method. The Company recognises changes in the estimated amounts of obligations for discounts in the period in which the change occurs. The Company considers certain other commitments in the contract that are separate sales related performance obligations and claims preferred during the year against such contractual obligations are netted off from Revenue, consistent with its past practice. Revenue also excludes taxes collected from customers.

Revenue in excess of invoicing is classified as contract assets while invoicing in excess of revenues are classified as contract liabilities.

Use of significant judgements in Revenue Recognition :

• Judgement is required to determine the transaction price for the contract. The transaction price could be either a fixed amount of consideration or variable consideration with elements such as turnover/product/prompt payment discounts. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly

probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period.

• The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer.

8) Employee Benefits:

a) Short term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering services are classified as short-term employee benefits. Benefits such as salaries, wages, short-term compensated absences and performance incentives, are recognised during the period in which the employee renders related services and are measured at undiscounted amount expected to be paid when the liabilities are settled.

b) Long Term Employee Benefits:

The cost of providing long term employee benefit such as earned leave is measured as the present value of expected future payments to be made in respect of services provided by employees upto the end of the reporting period. The expected costs of the benefit is accrued over the period of employment using the same methodology as used for defined benefits post employment plans. Actuarial gains and losses arising from the experience adjustments and changes in actuarial assumptions are charged or credited to profit or loss section of the Statement of Profit or Loss in the

91

period in which they arise except those included in cost of assets as permitted. The benefit is measured annually by independent actuary.

c) Post Employment Benefits:

The Company provides the following post employment benefits:

• i) Defined benefit plans such as gratuity, trust managed Provident Fund and post-retirement medical benefit (PRMB); and

• ii) Defined contribution plans such as provident fund, pension fund and superannuation fund.

d) Defined benefits Plans:

The cost of providing benefits on account of gratuity and post retirement medical benefits / obligations are determined using the projected unit credit method on the basis of actuarial valuation made at the end of each balance sheet date.

Re-measurements comprising of actuarial gains and losses arising from experience adjustments and change in actuarial assumptions, the effect of change in assets ceiling (if applicable) and the return on plan asset (excluding net interest) are recognised in other comprehensive income (OCI) except those included in cost of assets as permitted in the period in which they occur. Re-measurements are not reclassified to the Profit or Loss in subsequent periods.

Eligible employees of the Company receive benefits from a provident fund trust which is a defined benefit plan. Both the eligible employee and the Company make monthly contributions to the provident fund plan equal to a specified percentage of the covered employees salary. The Company contributes a part of the contribution to the provident fund trusts. The trusts invests in specific designated instruments as permitted

by Indian Law. The remaining portion is contributed to the Government Administered Pension Fund. The rate at which the annual interest is payable to the beneficiaries by the trusts is administered by the Government. The Company has obligation to make good the shortfall, if any, between the return from investments of the Trusts and the notified interest rate. However, as at the yearend no shortfall remains unprovided for.

e) Defined Contribution Plans:

Payments to defined contribution retirement benefit plans, viz., Provident Fund for certain eligible employees, Pension Fund and Superannuation benefits are recognised as an expense when employees have rendered the service entitling them to the contribution.

9) Taxes on Income:

Income tax expense represents the sum of tax currently payable and deferred tax. Tax is recognised in the profit or loss section of the Statement of Profit and Loss, except to the extent that it relates to items recognised directly in equity or in other comprehensive income.

a) Current Tax:

Current tax is the expected tax payable/ receivable on the taxable income/ loss for the year using applicable tax rates for the relevant period, and any adjustment to taxes in respect of previous years. Interest expenses and penalties, if any, related to income tax are included in finance cost and other expenses respectively. Interest Income, if any, related to Income tax is included in Other Income.

b) Deferred Tax:

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred

92

==> picture [34 x 34] intentionally omitted <==

tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences, unabsorbed losses and unabsorbed depreciation to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unabsorbed losses and unabsorbed depreciation can be utilised.

10) Financial Instruments:

Financial Assets

A financial asset inter-alia includes any asset that is cash, equity instrument of another entity or contractual rights to receive cash or another financial asset or to exchange financial asset or financial liability under condition that are potentially favourable to the Company.

Investments in subsidiaries

Investments in equity shares of subsidiaries are carried at cost.

Financial assets other than investment in subsidiaries

Financial assets of the Company comprise trade receivable, cash and cash equivalents, Bank balances, Investments in equity shares of companies other than in subsidiaries, Investment in units of Mutual Funds, loans/Debt instrument, advances to employee / related parties / others, security deposit, fixed deposits, claims recoverable etc.

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. However, Trade receivables that do not contain a significant financing component are measured at Transaction Price. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Subsequent measurement

For purposes of subsequent measurement financial assets are classified in three categories:

• Financial assets measured at amortized cost

• Financial assets at fair value through OCI – Debt Instruments

• Financial assets at fair value through profit or loss

Financial assets measured at amortized cost

Bank deposits and Export benefits receivable are measured at amortised cost. Financial assets are measured at amortized cost if the financials asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These financials assets are amortized using the effective interest rate (EIR) method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the profit or loss.

Financial assets at fair value through OCI (FVTOCI)

Investment in Debt instruments are measured at FVTOCI. Financial assets are mandatorily measured at fair value through other comprehensive income if the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

At initial recognition, an irrevocable election is made (on an instrument-by-instrument basis) to designate investments in equity instruments other than held for trading purpose at FVTOCI. Fair value changes relating to financial assets

93

measured at FVTOCI are recognised in the other comprehensive income (OCI). On derecognition of the financial asset other than equity instruments, cumulative gain or loss previously recognised in OCI is reclassified to Profit or Loss.

Financial assets at fair value through profit or loss (FVTPL)

Any financial asset that does not meet the criteria for classification as at amortized cost or as financial assets at fair value through other comprehensive income, is classified as financial assets at fair value through profit or loss.

Derecognition

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

Impairment of financial assets

The Company assesses impairment based on expected credit

loss (ECL) model on the following:

• Financial assets that are measured at amortised cost.

• Financial assets (excluding equity instruments) measured at fair value through other comprehensive income (FVTOCI).

ECL is measured through a loss allowance on a following basis after considering the value of recoverable security:-

• The 12 month expected credit losses (expected credit losses that result from those default events on the financial instruments that are possible within 12 months after the reporting date)

• Full life time expected credit losses (expected credit losses that result from all possible default events over the life of financial instruments)

The Company follows ‘simplified approach’ for recognition of impairment on trade receivables or contract assets resulting

from normal business transactions. The application of simplified approach does not require the Company to track changes in credit risk. However, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, from the date of initial recognition.

For recognition of impairment loss on other financial assets, the Company determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has increased significantly, lifetime ECL is provided. For assessing increase in credit risk and impairment loss, the Company assesses the credit risk characteristics on instrumentby-instrument basis.

Impairment loss allowance (or reversal) recognised during the period is recognised as expense/income in profit and loss.

Financial Liabilities

The Company’s financial liabilities includes borrowings, trade payable, lease liabilities, accrued expenses and other payables.

Initial recognition and measurement

All financial liabilities at initial recognition are classified as financial liabilities at amortized cost or financial liabilities at fair value through profit or loss, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Financial Liabilities classified as Amortised Cost:

All Financial Liabilities other than derivatives are measured at amortised cost. Interest expense that is not capitalised as part of costs of assets is included as Finance costs in Profit or Loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged / cancelled / expired. When an existing financial liability is replaced by another from the

94

==> picture [34 x 34] intentionally omitted <==

same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.

Derivatives

Derivative instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged and the type of hedge relationship designated. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument and is recognised in Other Comprehensive Income

(OCI). Cash flow hedges are reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged expected future cash flows affect profit or loss. If hedge of a forecast transaction results in the recognition of a non-financial asset or a non-financial liability, then the gain or loss that are accumulated in the cash flow hedge reserve is recognised in the initial cost or other carrying amount of the asset or liability ( this is also referred to as “Basis Adjustment”).

D) Recent accounting pronouncements:

Ministry of Corporate Affairs (‘MCA’) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31[st] March, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

95

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
(`Crores)
NOTE 2 (a) : Property,Plant and Equipment												NOTE 2 (d) INTANGIBLES
Particulars	Land Freehold	Buildings	Plant and equipment	Furniture and fixtures	Vehicles	Air Craft	Office equipment	Computers	Moulds	Other Assets	Total	Computer Software
Gross Block
Carrying Value as at 31 March 2023	580.83	3553.01	10061.70	36.77	69.20	83.98	45.01	65.29	926.53	520.12	15942.44	71.59
Additions	23.21	604.28	2123.28	3.16	18.00	-	4.44	13.75	198.44	94.54	3083.10	9.74
Disposals	(0.04)	(1.44)	(25.85)	(0.77)	(1.57)	-	(1.04)	(1.22)	(14.23)	(9.80)	(55.96)	-
Carrying Value as at 31 March 2024	604.00	4155.85	12159.13	39.16	85.63	83.98	48.41	77.82	1110.74	604.86	18969.58	81.33
Additions	5.72	423.13	1870.21	6.69	13.20	-	4.59	13.15	151.38	89.50	2577.57	5.47
Disposals	-	(10.96)	(14.72)	(0.99)	(3.32)	-	(1.10)	(2.29)	(17.20)	(11.40)	(61.98)	(0.03)
Carrying Value as at 31 March 2025	609.72	4568.02	14014.62	44.86	95.51	83.98	51.90	88.68	1244.92	682.96	21485.17	86.77
Accumulated depreciation / Amortisation as at 31 March 2023	-	565.24	4954.15	25.08	35.20	28.06	32.88	44.26	528.89	314.56	6528.32	45.65
Depreciation / Amortisation for theyear	-	122.42	965.56	4.77	8.61	5.91	5.09	10.93	125.78	50.31	1299.38	10.56
Disposals	-	(0.30)	(24.18)	(0.55)	(1.39)	-	(1.04)	(1.22)	(14.06)	(9.34)	(52.08)	-
Accumulated depreciation / Amortisation as at 31 March 2024	-	687.36	5895.53	29.30	42.42	33.97	36.93	53.97	640.61	355.53	7775.62	56.21
Depreciation / Amortisation for theyear	-	136.34	1141.47	4.58	8.18	5.91	4.63	12.07	140.53	45.51	1499.22	10.03
Disposals	-	(2.29)	(11.98)	(0.83)	(1.29)	-	(1.10)	(2.29)	(16.98)	(10.86)	(47.62)	(0.03)
Accumulated depreciation / Amortisation as at 31 March 2025	-	821.41	7025.02	33.05	49.31	39.88	40.46	63.75	764.16	390.18	9227.22	66.21
Net Block
As at 31 March 2024	604.00	3468.49	6263.60	9.86	43.21	50.01	11.48	23.85	470.13	249.33	11193.96	25.12
As at 31 March 2025	609.72	3746.61	6989.60	11.81	46.20	44.10	11.44	24.93	480.76	292.78	12257.95	20.56

Note:

1. Freehold land includes agricultural land - 0.12 Crores (31[st] March, 2024 -0.12 Crores ).

2. Other assets represents Electrical Fittings, Fire Fighting/Other Equipments and Canteen Utensils.

3. The amount of Borrowing Cost capitalised during the year ended 31[st] March, 2025 - 5.89 Crores (31[st] March, 2024 - 9.90 Crores.)

4. Capital expenditure on Research and Development during the year - 20.79 Crores (31[st] March, 2024 - 55.73 Crores) Refer Note 27 g.

5. Title deeds of Freehold Land are held in the name of the Company. Title deeds in respect of Buildings which are constructed on company’s Freehold Land is based on documents constituting evidence of legal ownership of the Buildings.

96

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
	(`Crores)
	As at 31.03.2025 As at 31.03.2024
Note 2(b). Capital Work-in-Progress(CWIP)	1166.47 2362.51
	(`Crores)
Movement in Capital Work-In-Progress (CWIP)	As at 31.03.2025 As at 31.03.2024
Opening Balance Add : Additions Less : Capitalisation	2362.51 3045.22 1387.00 2410.13 (2583.04) (3092.84)
Closing Balance	1166.47 2362.51
	(`Crores)
Capital Work-in-Progress (CWIP) Ageing Schedule	Amount in CWIP for aperiod of Total Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress	734.35 259.46 81.43 88.55 1163.79 (1409.90) (744.03) (126.95) (78.06) (2358.94)
Projects temporarily suspended	- - - 2.68 2.68 (0.78) (0.11) (-) (2.68) (3.57)

Figures in brackets are in respect of Previous year.

Note: There were no material projects which have exceeded their original planned cost and timelines.

97

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 2(c): Right of Use Assets	(`Crores)
Particulars	Land	Buildings	Vehicles	Total
Gross Block
Carrying Value as at 31 March 2023	100.95	709.81	60.19	870.95
Additions	-	319.32	-	319.32
Disposals	-	(107.97)	-	(107.97)
Carrying Value as at 31 March 2024	100.95	921.16	60.19	1082.30
Additions	-	280.41	-	280.41
Disposals	-	(134.15)	-	(134.15)
Carrying Value as at 31 March 2025	100.95	1067.42	60.19	1228.56
Depreciation Block
Accumulated depreciation / Amortisation as at 31 March 2023	6.58	216.45	37.94	260.97
Depreciation / Amortisation for theyear	1.09	105.52	8.45	115.06
Disposals	-	(51.87)	-	(51.87)
Accumulated depreciation / Amortisation as at 31 March 2024	7.67	270.10	46.39	324.16
Depreciation / Amortisation for theyear	1.09	128.07	8.99	138.15
Disposals	-	(83.97)	-	(83.97)
Accumulated depreciation / Amortisation as at 31 March 2025	8.76	314.20	55.38	378.34
Net Block
As at 31 March 2024	93.28	651.06	13.80	758.14
As at 31 March 2025	92.19	753.22	4.81	850.22

Note:

1. The Company has incurred 26.70 Crores (Previous year - 27.34 Crores) for the year ended 31st March, 2025 towards expenses relating to short-term leases and leases of low-value assets (Refer Note 23). The total cash outflow for leases is 207.32 Crores (Previous year - 179.80 Crores) for the year ended 31[st] March, 2025, including cash outflow of short-term leases and leases of low-value assets. Interest on lease liabilities is 77.67 Crores (Previous year - 65.84 Crores) for the year ended 31[st] March, 2025 (Refer Note 22).

2. The Company’s leases mainly comprise of land,buildings and Vehicles. The Company mainly leases land and buildings for its manufacturing, warehouse facilities and sales offices. The Company has leased vehicles for its Goods Transporation.

3.	Maturityanalysis of lease liabilities		(`Crores)
	Maturity Analysis - Contractual discounted cash flows	31.03.2025	31.03.2024
	Less than 1 year	110.84	91.09
	1-5 Years	470.44	372.85
	More than 5 Years	284.87	282.34
	Total discounted lease liabilities as at 31 March	866.15	746.28

98

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 3: INVESTMENTS	(`Crores)
Particulars Face Value `	No. of Shares / Units
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Non-Current Investments Fully Paid-up Quoted Equity Shares (at fair value through Profit or Loss ) In Debt Instruments-Bonds (at fair value through OCI ) Unquoted Non-Trade - Unquoted Others: (at fair value through Profit or Loss) Note: The Company had invested in Co-operative Societies, MRF Foundation and in certain other companies towards the corpus. These are non participative shares and normally no dividend is accrued. The Company has carried these investments at its transaction value considering it to be its fair value. Unquoted Subsidiary Companies: (At Cost) Ordinary Shares in MRF SG PTE. LTD. - Equity Shares in MRF Corp Ltd.-1500 (31.03.2024-1500) 10 Equity Shares in MRF International Ltd. 10 Equity Shares in MRF Lanka Pvt. Ltd. Sri Lankan Rupee 10	19.40 15.74 1114.55 1104.18 0.07 0.07 1273200 1273200 6.11 6.11 50100 50100 - - 532470 532470 0.53 0.53 34160324 34160324 15.01 15.01
Total	1155.67 1141.64
Aggregate Market Value of Quoted Investments Aggregate Amount of Unquoted Investments	1133.95 1119.92 21.72 21.72
Total	1155.67 1141.64
Current Investments Fully paid up -Unquoted In Debt and Arbitrage Mutual Fund Units: (at fair value through Profit or Loss) Income Plan: Growth Option	3403.33 2261.98
Aggregate Amount of Unquoted Investments	3403.33 2261.98

99

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTE 4: LOANS (Unsecured, considered good)

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 4: LOANS(Unsecured, consideredgood)	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Loans to employees	7.61 4.09 4.99 5.80
Total	7.61 4.09 4.99 5.80

NOTE 5: OTHER FINANCIAL ASSETS	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Carried at Amortised cost : Bank deposits with more than 12 months maturity Export Benefits Receivables Interest Accrued on Loans and Deposits Fixed Deposits Others Carried at Fair value: Derivative Financial Assets (FVTOCI ) Derivative Financial Assets (FVTPL) Security Deposits (FVTPL) Deposits(FVTPL)	- 0.05 - - - - 0.98 1.27 - - 46.22 38.54 - - 144.00 144.00 - - - 3.34 - - - 0.40 1.31 1.32 - - 27.40 24.43 - -
Total	28.71 25.80 191.20 187.55

100

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 6: OTHER ASSETS	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Capital Advances Advances other than capital advances; Deposits Less : Allowance for Doubtful deposits Advances to Employees		95.88 162.74 - 162.74 -	207.57 - - 149.02 - - (4.59) 144.43 - - - 37.93 26.81
Sub Total		258.62	352.00 37.93 26.81
Others Advances recoverable in cash or kind Salary and Wage Advance Prepaid Expenses Others		6.20 - - -	6.16 134.49 132.72 - 5.20 11.57 - 61.12 50.96 - 85.61 81.52
Sub Total		6.20	6.16 286.42 276.77
Total		264.82	358.16 324.35 303.58

NOTE 7: INVENTORIES (Valued at lower of Cost and Net Realisable Value)

NOTE 7: INVENTORIES(Valued at lower of Cost and Net Realisable Value)		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Raw Materials	1791.22	1303.68
Raw Materials in transit	139.14	120.25
Work-in-progress	578.99	451.02
Finished goods	2504.04	2030.59
Stock-in-trade	32.01	32.33
Stores and Spares	493.94	422.85
Total	5539.34	4360.72

101

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 8: TRADE RECEIVABLES		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Trade receivables
Secured, considered good	1986.44	1827.92
Unsecured, considered good	1315.69	1013.94
Trade Receivables - credit impaired	1.02	1.63
Less: Expected Credit Loss Provision(Refer Note 24(B)ii)	(1.02)	(1.63)
Total	3302.13	2841.86
Of the above, trade receivables due from a subsidiary Company (Refer Note 27 c )	0.41	0.26

Note: The Company has used practical expedient for computing expected credit loss allowance for trade receivables, taking into account historical credit loss experience and accordingly, provisions are made for expected credit loss for amounts due from customers where necessary.

Trade Receivables Ageing Schedule	(`Crores)
Particulars	Outstanding for following periods from due date ofpayment Total Less than 6 months 6 months -1 year 1-2 Years 2-3 years More than 3 years
(i) Undisputed Trade Receivables — considered good	336.96 3.23 - - - 340.19 (203.87) (0.68) (-) (-) (-) (204.55)
(ii) Undisputed Trade Receivables — credit impaired	- - - - 1.02 1.02 (-) (-) (-) (-) (1.63) (1.63)
(iii) Amount Not Due	- - - - - 2961.94 (-) (-) (-) (-) (-) (2637.31)
Total Gross	3303.15 (2843.49)
Allowance for Expected Credit Loss	1.02 (1.63)
Total	3302.13 (2841.86)

Figures in brackets are in respect of Previous year.

102

==> picture [34 x 34] intentionally omitted <==

NOTES	TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE	9: CASH AND CASH EQUIVALENTS(asper Cash Flow Statement)	(`Crores)

NOTES	TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE	9: CASH AND CASH EQUIVALENTS(asper Cash Flow Statement)		(`Crores)
		As at	As at
		31.03.2025	31.03.2024
Balances with Banks
-	In Current accounts	42.27	194.15
-	In Term deposits with original maturity of less than 3 months	161.00	-
Cheques, drafts on hand; and		39.60	40.65
Cash on hand		0.74	0.75
Total		243.61	235.55
NOTE	10: BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS		(`Crores)
		As at	As at
		31.03.2025	31.03.2024
Unclaimed Dividend Account		2.44	2.29
Unspent CSR Account		3.41	2.50
Total		5.85	4.79

NOTE 11: BORROWINGS

(` Crores)

NOTE 11: BORROWINGS		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
NON CURRENT (at Amortised cost)
Secured
Soft loan from SIPCOT	74.44	72.89
Unsecured
Debentures;
Floating Rate linked to 6 month T Bill- 15000 Nos Unsecured Redeemable Non Convertible Debentures of	-	150.00
`1,00,000/- each.
Term loans from Banks;
- Rupee Term Loan	299.99	499.99
Others
Deferred Payment Liabilities	-	1.23
Sub - Total	374.43	724.11

103

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 11: BORROWINGS(Contd.)		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
CURRENT(at Amortised cost)
Secured
Loans repayable on demand
- From banks	557.00	700.00
- Interest accrued on above	0.56	1.48
Unsecured
Loans repayable on demand
- From banks	300.00	100.00
Current maturities of long-term debt	351.22	100.99
-Interest accrued on above	3.33	4.23
Sub- Total	1212.11	906.70
Total	1586.54	1630.81
Note: Security and terms of repayment in respect of above borrowings are detailed in Note 27 h
Reconciliation of Financing Liabilities : -
Opening balance
-Soft Loan from SIPCOT	72.89	71.37
-Debentures	150.00	150.00
-Term Loan from Banks	499.99	599.99
-Deferred Payment Credit	1.23	2.22
-Loans repayable on Demand (Secured and Unsecured)	800.00	997.34
- Current maturities of long term debt	100.99	150.88
- Interest accrued on debt	5.71	5.28
-Lease Liability	746.28	584.11
Total- A	2377.09	2561.19
a) Cash flow movements
- (Repayments) / Proceeds from Working Capital Facilities (Net)	57.00	(197.34)
- Repayment of Term Loans	(100.00)	(150.00)
- Repayment of Deferred Payment Credit	(1.00)	(0.88)
- Payment of Lease Liability	(180.62)	(152.46)
- Interest paid	(215.58)	(250.07)
b) Non-cash movements
- Effect of amortization of loan origination costs	1.55	1.52
- Lease Liability	300.49	314.63
-Interest accrued during the year	213.76	250.50
Total- B	75.60	(184.10)
Closing Balance (A+B)	2452.69	2377.09

104

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTE 11: BORROWINGS (Contd.)

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 11: BORROWINGS(Contd.)		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Closing Balance Break Up
- Soft Loan from SIPCOT	74.44	72.89
- Debentures	-	150.00
- Term Loan from Banks	299.99	499.99
- Deferred Payment Credit	-	1.23
- Loans repayable on Demand (Secured and Unsecured)	857.00	800.00
- Current maturities of long term debt	351.22	100.99
- Interest accrued on debt	3.89	5.71
-Lease Liability	866.15	746.28

NOTE 12: PROVISIONS	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Provision for employee benefits Sales related obligations (Warranty) (Refer Note 27 b ) Provision for EPR (Refer Note 27 b ) Others	64.77 60.77 43.20 80.34 169.90 149.01 265.23 209.44 - - 11.62 144.50 50.21 49.67 21.95 11.51
Total	284.88 259.45 342.00 445.79

NOTE 13: DEFERRED TAX LIABILITIES - (NET)		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Deferred Tax Liabilities :
- Arising on account of difference in carrying amount and tax base of PPE and Intangibles	467.97	452.18
- Unrealised gain/(loss) on FVTPL Debt and Arbitrage Mutual Funds	75.12	81.26
- On Right of Use Asset	190.78	167.33
-Other adjustments	16.54	16.00
Sub Total	750.41	716.77
Deferred Tax Asset:
- Accrued Expenses allowable on Actual Payments	35.01	31.02
- On remeasurements of defined benefit plans	34.77	34.29
- Unrealised (gain)/loss on FVTOCI Debt Instruments	2.99	5.79
- On revaluation of designated cash flow hedges	3.16	0.01
-On Lease Liability	217.98	187.82
Sub Total	293.91	258.93
Total	456.50	457.84

105

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTE 13: DEFERRED TAX LIABILITIES - (NET) COMPONENTS OF DEFERRED TAX LIABILITY (NET)

||(Crores)|(Crores)|(Crores)|(Crores)|(Crores)|(Crores)|(Crores)|(Crores)|
|---|---|---|---|---|---|---|---|---|
|Particulars|As at 31.03.2025||||As at 31.03.2024||||
||Opening
Balance|Recognised in
the Profit or
Loss|Recognised in Other
Comprehensive
Income|Closing
Balance|Opening
Balance|Recognised in
the Profit or
Loss|Recognised in Other
Comprehensive
Income|Closing
Balance|
|Tax effect of items constituting
Deferred Tax Liabilities
Depreciation and amortisation
Unrealised gain/(loss) on FVTPL
Debt and Arbitrage Mutual Funds
On Right of Use Asset
Others|452.18
81.26
167.33
16.00|15.79
(6.14)
23.45
0.54|-
-
-
-|467.97
75.12
190.78
16.54|424.90
45.29
129.94
13.73|27.28
35.97
37.39
2.27|-
-
-
-|452.18
81.26
167.33
16.00|
|Gross Deferred Tax Liabilities(a)|716.77|33.64|-|750.41|613.86|102.91|-|716.77|
|Tax effect of items constituting
Deferred Tax Assets
Accrued expenses allowable on
actual payments
On Remeasurement of Defined
Benefit Plans
Unrealised (gain)/loss on FVTOCI
Debt Instruments
On revaluation of designated
cash flow hedges
On Lease Liability|31.02
34.29
5.79
0.01
187.82|3.99
-
-
-
30.16|-
0.48
(2.80)
3.15
-|35.01
34.77
2.99
3.16
217.98|42.35
28.48
7.98
6.38
147.00|(11.33)
-
-
-
40.82|-
5.81
(2.19)
(6.37)
-|31.02
34.29
5.79
0.01
187.82|
|Gross Deferred Tax Assets(b)|258.93|34.15|0.83|293.91|232.19|29.49|(2.75)|258.93|
|Net Deferred Tax Liability (a - b)|457.84|(0.51)|(0.83)|456.50|381.67|73.42|2.75|457.84|

106

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 14: OTHER LIABILITIES	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Contract Liabilities Others; Dealers' Security Deposit Retention Money Statutory Dues Deferred Income Others	- - 22.76 31.95 - - 2072.76 1907.63 22.84 89.09 162.41 200.64 - - 427.25 452.23 217.08 244.96 34.94 31.42 2.68 2.50 26.38 21.20
Total	242.60 336.55 2746.50 2645.07

Movement of Contract Liabilities is as under;		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
As at the beginning of the year	31.95	32.82
Recognised as revenue from contracts with customers	(31.95)	(32.82)
Advance from customers received duringtheyear	22.76	31.95
Balance at the close of theyear	22.76	31.95

NOTE 15: TRADE PAYABLES		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Outstanding dues of Micro and Small Enterprises (Refer Note 27 e)	28.55	32.77
Outstandingdues of Creditors other than Micro and Small Enterprises	3978.19	2911.64
Total	4006.74	2944.41
Of the above;
- Acceptances	416.47	392.18
- Payable to Subsidiary Companies (net of receivables of1.24 crores, previous year -1.27 crores)	1301.30	411.25
(Refer Note 27 c)

107

NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

Trade Payables ageing schedule

(` Crores)

Trade Payables ageing schedule	Trade Payables ageing schedule						(`Crores)
Particulars		Outstanding for following periods from due date of			payment		Total
		Less than 1year	1-2years	2-3years	More than	3years
(i)	MSME	5.53	0.06	0.01		-	5.60
		(4.44)	(0.05)	(-)		(-)	(4.49)
(ii)	Others	228.93	22.01	0.04		1.61	252.59
		(308.08)	(2.60)	(0.29)		(13.75)	(324.72)
(iii)	Amounts not due	-	-	-		-	3748.55
		(-)	(-)	(-)		(-)	(2615.20)

Figures in brackets are in respect of Previous year.

NOTE 16: OTHER FINANCIAL LIABILITIES

(` Crores)

	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Employee benefits Carried at Amortised Cost : Unclaimed dividends Liabilities for expenses Others Carried at Fair Value : Derivative Financial Liabilities (FVTOCI ) Derivative Financial Liabilities(FVTPL)	- - 140.37 128.78 - - 2.44 2.29 - - 107.62 77.61 - - 127.77 299.26 - - 9.21 - - - 0.91 -
Total	- - 388.32 507.94

108

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTE 17: REVENUE FROM OPERATIONS :		(`Crores)
	Year Ended	Year Ended
	31.03.2025	31.03.2024
Revenue from Contracts with Customers :
Sale Of Goods (Refer note 27 d)	27457.61	24485.32
Sale Of Services	31.23	31.64
Other Operating Revenues:
Scrap Sales	169.03	149.44
Subsidy from State Government	7.35	7.28
Total	27665.22	24673.68

The Management determines that the segment information reported is sufficient to meet the disclosure objective with respect to disaggregation of revenue under IND AS 115 “Revenue from contracts with customers”. Hence no separate disclosure of disaggregate revenues are reported.(Refer note 27 d)

Reconciliation of revenue recognised with the contracted price is as follows:

Reconciliation of revenue recognised with the contracted price is as follows:
		(`Crores)
	Year Ended	Year Ended
	31.03.2025	31.03.2024
Gross Sales (Contracted Price)	28644.86	25574.73
Reductions towards variable consideration (Product,Turnover and Prompt payment discount)	(522.22)	(485.66)
Claimspreferred against sales related obligation(Note 1(C-7)and 27(b(i)))	(457.42)	(415.39)
Revenue recognised	27665.22	24673.68

NOTE 18: OTHER INCOME		(`Crores)
	Year Ended	Year Ended
	31.03.2025	31.03.2024
Interest Income	107.22	99.57
Dividend Income from Non Current Investment
- From a Subsidiary	0.10	0.10
- Others	0.15	0.25
Government Grant :
- Export Incentives	17.86	4.41
- Unwinding of Deferred Income(EPCG)	33.75	26.77
Net gain on sale of Investments classified as FVTPL	3.54	0.64
Net gain on fair value changes on financial assets classified as FVTPL	225.64	159.54
Impairment provision written back	0.61	0.45
Miscellaneous Income	13.99	20.73
Total	402.86	312.46

109

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
NOTE 19: COST OF MATERIALS CONSUMED		(`Crores)
	Year Ended	Year Ended
	31.03.2025	31.03.2024
Opening Stock of Raw Materials	1423.93	1323.06
Purchases during the year	18855.40	15152.62
Closing Stock of Raw Materials	(1930.36)	(1423.93)
Total	18348.97	15051.75
NOTE 20: CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND WORK-IN-PROGRESS		(`Crores)
	Year Ended	Year Ended
	31.03.2025	31.03.2024
Closing Stock:
Finished Goods	2504.04	2030.59
Stock-in-Trade	32.01	32.33
Work-in-Progress	578.99	451.02
	3115.04	2513.94
Less: Opening Stock:
Finished Goods	2030.59	1915.17
Stock-in-Trade	32.33	51.33
Work-in-Progress	451.02	365.03
	2513.94	2331.53
Total	(601.10)	(182.41)
NOTE 21: EMPLOYEE BENEFITS EXPENSE		(`Crores)
	Year Ended	Year Ended
	31.03.2025	31.03.2024
Salaries and Wages	1513.85	1438.11
Contribution to provident and other funds	140.37	136.94
Staff welfare expenses	177.31	174.47
Total	1831.53	1749.52
NOTE 22: FINANCE COSTS		(`Crores)
	Year Ended	Year Ended
	31.03.2025	31.03.2024
Interest on Loans and Deposits	198.84	241.63
Interest on Debentures	8.52	3.77
Interest on Deferred Payment Credit	0.20	0.31
Interest on Lease liabilities (Refer note 2 (c 1))	77.67	65.84
Other Borrowing Costs;
Unwinding of discount relating to Long Term Liabilities	5.42	4.20
Other Charges	0.78	0.59
Total	291.43	316.34

110

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025	NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
NOTE 23: OTHER EXPENSES (`Crores)
Year Ended 31.03.2025 Year Ended 31.03.2024
Stores and Spares Power and Fuel Processing Expenses Rent (Refer note 2 (c 1)) Rates and Taxes Insurance Printing and Stationery Repairs and Renewals: Buildings Plant and Machinery Other Assets Travelling and Conveyance Communication Expenses Vehicle Expenses Auditors’ Remuneration: As Auditors: Audit fee Tax Audit fee Other Services Reimbursement of Expenses Cost Auditors Remuneration: Audit fee Directors' Fees Directors' Travelling Expenses Advertisement Sales related Obligations (warranty) VAT/GST absorbed by the Company Bad debts written off Commission Freight and Forwarding (Net) Loss on Sale of Property, Plant and Equipment (Net) Net Loss on Foreign Currency Transactions Bank Charges Provision for Impairment of Assets (other than Financial Assets) Corporate Social Responsibility Expenditure (Refer Note 27 l ) Contribution to Rubber Board, towards promotion of Rubber Plantations Extended Producer Responsibility obligation (Note 27 j ) Research and Development expenses - Others Professional and Legal Charges Information Technology and Digital services Miscellaneous Expenses	517.06 1213.12 361.23 26.70 20.18 48.65 11.18 25.25 193.72 103.37 51.48 13.40 13.18 1.18 0.20 0.12 0.20 1.70 0.08 0.17 11.30 169.93 72.94 0.40 0.15 1.84 812.97 1.65 31.30 5.35 - 29.82 85.96 120.89 51.79 44.12 18.38 42.59	461.90 1146.39 290.99 27.34 16.33 58.16 12.45 23.69 167.20 108.60 44.29 6.50 13.95 1.02 0.18 0.29 0.22
		1.71 0.09 0.18 11.15 248.77 78.68 0.21 0.29 1.49 736.08 10.68 19.86 6.18 4.59 25.08 71.85 144.50 36.67 38.92 12.61 38.38
Total	4101.85	3865.76

111

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTE 24

A. Capital Management

For the purpose of Company’s Capital Management, capital includes Issued Equity Capital, Securities Premium and all other Equity Reserves attributable to the Equity Holders of the Company. The primary objective of the Company’s Capital Management is to maximise the Share Holder Value.

The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and requirements of the financial covenants and to continue as a going concern. The Company monitors using a gearing ratio which is net debts divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, less cash and short term deposit.

		(`Crores)
Particulars	31.03.2025	31.03.2024
Interest bearing Loans and Borrowings	2452.69	2377.09
Less: Cash and Short Term Deposits	(243.61)	(235.55)
Net Debt	2209.08	2141.54
Equity	4.24	4.24
Other Equity	18171.63	16436.41
Total Capital	18175.87	16440.65
Capital and Net Debt	20384.95	18582.19
GearingRatio %	10.84%	11.52%

B. Financial Risk Management

The Company’s principal financial liabilities comprise loans and borrowings, lease liability, trade and other payables. The main purpose of these financial liabilities is to finance the operations of the Company. The principal financial assets include trade and other receivables, investments in mutual funds, bonds, cash and short term deposits.

The Company has assessed market risk, credit risk and liquidity risk to its financial instruments.

i) Market Risk

Is the risk of loss of future earnings, fair values or cash flows that may result from a change in the price of a financial instrument, as a result of interest rates, foreign exchange rates and other price risks. Financial instruments affected by market risks, primarily include loans & borrowings, investments and foreign currency receivables, payables and borrowings.

a) Interest Rate Risk :

The Company borrows funds in Indian Rupees to meet both the long term and short term funding requirements. The Company due to its AAA rated status commands one of the cheapest source of funding. Interest rate is fixed for the tenor of the Long term loans availed by the Company. Interest on Short term borrowings is subject to floating interest rate and are repriced regularly. The sensitivity analysis detailed below have been determined based on the exposure to variable interest rates on the average outstanding amounts due to bankers over a year.

112

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

The Company had issued floating interest rate Non convertible debenture linked to 6 month T-Bill rate, to meet the long term funding requirements.

If the interest rates had been 1% higher / lower and all other variables held constant, the Company’s profit for the year ended 31st March, 2025 would have been decreased/increased by 2.96 crores. (Previous year - 8.14 crores).

b) Currency Risk :

Foreign currency risks from financial instruments at the end of the reporting period expressed in INR :

Unhedged Short Term Exposures :		(`Crores)
	31.03.2025	31.03.2024
Financial Assets/Other assets	218.32	193.53
Financial Liabilites/ Other Liabilities	323.07	324.21

The Company is mainly exposed to changes in US Dollar. The sensitivity to a 1.25% (Previous year - 0.74%) increase or decrease in US Dollar against INR with all other variables held constant will be +/(-) 0.20 Crores (previous year -0.95 Crores)

The Sensitivity analysis is prepared on the net unhedged exposure of the Company at the reporting date.

Hedged Foreign Currency exposures :

Foreign Exchange forward Contracts on certain highly probable forecast transactions, are measured at fair value through OCI on being designated as Cash Flow Hedges.

The Company also enters into foreign exchange forward contracts with the intention to minimise the foreign exchange risk of expected purchases, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

The outstanding position and exposures are as under :

• i) Foreign Currency forward contracts designated as Hedge Instruments :

Particulars	Currency	Amount	`Crores	Nature	Cross Currency
Forward Contract	USD	201.56 Million	1744.83 Import purchase		INR
		(99.06)Million	(831.46)

Figures in brackets are in respect of Previous year.

The terms of the foreign currency forward contracts match the terms of the transactions. As a result, no hedge ineffectiveness arises requiring recognition through profit or loss.

113

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

ii) Maturity Analysis of Foreign Currency forward contracts designated as Hedge Instruments

					(`Crores)
Maturity period				31.03.2025	31.03.2024
Less than 3 months				881.00	607.52
3 months to 6 months				407.17	163.49
6 months to 12 months				456.66	60.45
Total Outstandingas at 31 March				1744.83	831.46
iii) Other Forward Contract Outstanding:
Particulars	Currency	Amount	`Crores	Nature	Cross
					Currency
Forward Contract	USD	13.55 Million	117.10	Import purchase	INR
		(23.76)Million	(197.96)
Figures in brackets are in respect of Previous year
iv) MaturityAnalysis of Other Forward Contract					(`Crores)
MaturityPeriod				31.03.2025	31.03.2024
Less than 3 months				114.64	197.96
3 months to 6 months				2.46	-
Total Outstandingas at 31 March				117.10	197.96
v) The following table provides the reconciliation of cash flow hedge:
					(`Crores)
Particulars				Year ended	Year ended
				31.03.2025	31.03.2024
Balance at the beginning of the year				(0.04)	3.53
Marked to Market Impact				15.47	(10.71)
Basis Adjustment				(12.63)	2.14
Recycle to Profit or loss				(30.68)	(8.78)
Premium Amortisation				18.47	13.78
Gain / (Loss) recognized in other comprehensive income				(9.37)	(3.57)
Balance at the end of theyear				(9.41)	(0.04)

114

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

c) Price Risk :

The Company is affected by the price stability of certain commodities. Due to the significantly increased volatility of certain commodities like Natural Rubber, Synthetic Rubber, Compound Rubber and other Chemicals, the Company enters into purchase contracts on a short to medium Term and forward foreign exchange contracts are entered into to bring in stability of price fluctuations.

The Company’s investments in Quoted and Unquoted Securities are susceptible to market price risk arising from uncertainties about future values of investment securities. The Company manages the securities price risk through investments in debt and arbitrage funds and diversification by placing limits on individual and total investments. Reports on Investment Portfolio are reviewed on regular basis and all approvals of investment decisions are done in concurrence with the senior management.

As at 31st March 2025 the investments in debt, arbitrage mutual funds and bonds amounts to 4517.88 Crores (Previous year -3366.16 Crores). A 1% point increase or decrease in the NAV with all other variables held constant would have lead to approximately an additional 45 Crores (Previous year - 34 Crores) on either side in the statement of profit and loss.

ii) Credit Risk

Is the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. It arises from credit exposure to customers, financial instruments viz., Bonds, Debt and Arbitrage Funds, Fixed Deposits Others and Balances with Banks.

The Company’s marketing policies are well structured and all replacement sales are predominantly through dealers and the outstanding are secured by dealer deposits. As regards sales to O.E., and other institutional sales, the Company carries out periodic credit checks and also limits the exposure by establishing maximum payment period for customers and by offering prompt payment discounts. The outstanding trade receivables due for a period exceeding 180 days as at the year ended 31st March,2025 is 0.10%(31st March, 2024 0.02%) of the total trade receivables.

There are no transactions with single customer which amounts to 10% or more of the Company’s revenue.

The Company uses Expected Credit Loss (ECL) Model to assess the impairment loss or gain. The allowance for lifetime ECL on customer balances for the year ended 31[st] March 2025 is 1.02 Crores and for the previous year 31[st] March 2024 was 1.63 Crores.

		(`Crores)
Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
Balance at the beginning	1.63	2.08
Impairment loss recognised	-	-
Impairment loss reversed	0.61	0.45
Balance at the end	1.02	1.63

The Company holds cash and deposits with banks which are having highest safety rankings and hence has a low credit risk.

Investments in mutual funds are primarily debt and arbitrage funds, which have high safety ratings and are monitored on a monthly basis. The Company is of the opinion that its mutual fund investments have low credit risk.

115

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

iii) Liquidity Risk

The Company manages liquidity risk by maintaining adequate surplus, banking facilities and reserve borrowing facilities by continuously monitoring forecasts and actual cash flows.

The Company has a system of forecasting rolling three months cash inflow and outflow and all liquidity requirements are planned.

All Long term borrowings are for a fixed tenor and generally these cannot be foreclosed.

The Company has access to various source of Short term funding and debt maturing within 12 months can be rolled over with existing lenders/new lenders, or repaid based on short term requirements.

Trade and other payables are plugged into the three months rolling cash flow forecast to ensure timely funding, if required.

All payments are made along due dates and requests for early payments are entertained after due approval and availing early payment discounts.

The details of the contractual maturities of significant financial liabilities as at 31st March, 2025 are as under:

					(`Crores)
Particulars	Refer Note	Less than 1year	1-3years	3-5years	More than 5years
Borrowings	Note 11 and 14	1212.11	299.99	-	88.67
		(906.70)	(551.22)	(100.00)	(88.67)
Trade Payable	Note 15	4006.74	-	-	-
		(2944.41)	(-)	(-)	(-)
Other Financial Liabilities	Note 16	245.51	-	-	-
		(376.87)	(-)	(-)	(-)
Employee Benefit liabilities	Note 16	140.37	-	-	-
		(128.78)	(-)	(-)	(-)
Unclaimed dividends	Note 16	2.44	-	-	-
		(2.29)	(-)	(-)	(-)
Lease Liabilities		188.56	485.62	181.05	321.26
		(122.18)	(292.06)	(264.05)	(354.13)

Figures in brackets are in respect of Previous year.

116

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025 NOTE 25

==> picture [34 x 34] intentionally omitted <==

A) Fair Values and Hierarchy

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

amounts that are reasonable approximations of fair values:
	(`Crores)
Particulars Hierarchy	Carrying Value / Fair Value
	As at 31.03.2025 As at 31.03.2024
Financial Assets - Investments Level One - Derivative Financial Assets (Net) Level Two - Others financial assets Level Two Financial Liabilities - Borrowings Level Two - Derivative Financial Liabilities(Net) Level Two	4537.28 3381.90 - 3.74 28.71 25.75 - - 10.12 -

The management assessed that cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The Fair Value of financial assets and liabilities included is the amount at which the instrument could be exchanged in a current transaction between willing parties. The following methods and assumptions were used to estimate the fair value.

1. The Fair values of Debt and Arbitrage Mutual Funds and Quoted Equities are based on NAV / Quoted Price at the reporting date. Further, the Company had invested in Co-operative Societies and in certain other companies towards the corpus. These are non participative shares and normally no dividend is accrued. The Company has carried these investments at it transaction value considering it to be its fair value.

2. The Company enters into Derivative financial instruments with counterparties principally with Banks with investment grade credit ratings. The foreign exchange forward contracts are valued using valuation techniques which employs the use of market observable inputs namely, Marked-to-Market.

117

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
NOTE 26 : Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate		(`Crores)
Particulars	Year Ended	Year Ended
	31.03.2025	31.03.2024
Accounting Profit before Income Tax	2419.90	2738.96
At statutory income tax rate of 25.168%	609.04	689.34
Short provison of tax for earlier assessment years	0.71	-
Differential Rate on Capital Gains	(18.43)	-
Effect of non-deductible expenses/other adjustments	7.10	9.89
Effect of deductions available under Income Tax Act	(1.07)	(1.22)
Total	597.35	698.01

NOTE 27 ADDITIONAL/EXPLANATORY INFORMATION :

• a) Disclosure required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and section 186(4) of the Companies Act, 2013 :

• Details of Investments made are given in Note 3

• Amount of Loans and advances in the nature of loans outstanding from /to subsidiaries - Nil (Previous year - Nil)

• Loans to employees have been considered to be outside the purview of disclosure requirements.

• Investment by Loanee in the shares of the Parent company- Nil ( Previous year - Nil)

b.	Movement inprovisions as required by IND AS - 37 - "Provisions, Contingent Liabilities and Contingent Asset". (`Crores)
	Particulars As at 31.03.2024 Provided during theyear Used during the year Reversed duringtheyear As at 31.03.2025
	(i) Sales related Obligations (warranty) 358.45 435.13 358.45 435.13 (277.34) (358.45) (277.34) (358.45) (ii) Litigation and related disputes 52.86 5.09 1.38 3.16 53.41 (52.22) (2.68) (-) (2.04) (52.86) (iii) Extended Producer Responsibility (EPR) 144.50 158.23 254.56 36.55 11.62 (-) (144.50) (-) (-) (144.50)

Notes :

• (i) Cash outflow towards Sales related obligations would generally occur during the next two years.

• Claims preferred against sales related obligation during the year 457.42 Crores( Previous year -415.39 Crores).

118

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

• (ii) Litigation and related disputes represents estimates mainly for probable claims arising out of litigation/disputes pending with authorities under various statutes (i.e. Service Tax, Excise and Customs Duty, Electricity/Fuel Surcharge, Cess). The probability and the timing of the outflow with regard to these matters will depend on the final outcome of the litigations/disputes.

• (iii) Cash outflow towards EPR provision would generally occur during the next one year.

• (iv) Figures in brackets are in respect of Previous year.

• c. Related party disclosures in accordance with Ind AS 24

• (a) Names of related parties and nature of relationship where control exists are as under: Subsidiary Companies: i) MRF Corp Ltd

   - ii) MRF International Ltd iii) MRF Lanka (Private) Ltd. iv) MRF SG PTE. LTD
  

• (b) Names of related parties and nature of relationship with whom transactions have taken place:

  • Key Management Personnel (KMP): i) Mr. K.M. Mammen, Chairman and Managing Director

    • ii) Mr. Arun Mammen, Vice Chairman and Managing Director iii) Mr. Rahul Mammen Mappillai, Managing Director

    • iv) Mr. Samir Thariyan Mappillai, Whole time Director

    • v) Mr. Varun Mammen, Whole time Director

    • vi) Mr. S.Dhanvanth Kumar, Company Secretary

    • vii) Mr. Madhu P Nainan, Executive Vice President Finance

  • Close Members of the family of KMP

• i) Mrs. Ambika Mammen, Director (Wife of Chairman and Managing Director)

• ii) Dr. (Mrs) Cibi Mammen, Director (Wife of Vice Chairman and Managing Director) iii) Mrs. Meera Mammen (Mother of Mr Varun Mammen)

• Companies in which Directors are interested:

• Badra Estate & Industries Limited, Devon Machines Pvt Ltd, Coastal Rubber Equipments Pvt Ltd Braga Industries LLP, Jcee Manufacturing & Services Pvt Ltd, Kasturi Estates Private Limited

Funskool (India) Ltd, VPC Freight Forwarders Pvt Ltd (Till 28[th] September 2024), The Malayala Manorama Co Private Limited, Tarapore and Company, Tarapore Constructions Private Limited, The J.H Tarapore Foundation, KSL Media Limited, The Premier Mica Company

Other Related Parties:

Mr. Jacob Kurian- Director (Till 28[th] September 2024), MRF Ltd Executives Provident Fund Trust, MRF Management Staff Gratuity Scheme, MRF Employees Gratuity Scheme, MRF Managers’ Superannuation Scheme, MRF Foundation, Mr.Philip Eapen (Till 7[th] July 2024), Mr. Zachariah kurian, Mr. George Mammen

119

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

(c) Transactions with related parties (excluding reimbursements)

(` Crores)

Nature of Transaction	Subsidiary Companies KMP Close member of the KMP Companies in which Directors are interested Other Related Parties
	Year Ended 31.03.2025 Year Ended 31.03.2025 Year Ended 31.03.2025 Year Ended 31.03.2025 Year Ended 31.03.2025
i) Sale of Materials ii) Purchase of Materials/Machinery iii) Sale of Finished Goods iv) Payment towards Service v) Selling and Distribution Expenses vi) Dividend Received vii) Other Receipts viii) Professional charges ix) Contribution to Retirement Benefit fund /Others Compensation* x) Short term Employee benefit (including Commission payable to KMP) xi) Sitting fees	0.06 - - 0.33 0.18 (0.02) (-) (-) (0.37) (0.10) 3250.17 - - 249.82 - (2226.35) (-) (-) (231.76) (-) 0.99 - - - - (0.88) (-) (-) (-) (-) - - - 24.86 - (-) (-) (-) (24.05) (-) - - - 1.61 - (-) (-) (-) (1.62) (-) 0.10 - - - - (0.10) (-) (-) (-) (-) 0.18 - - 2.91 - (0.15) (-) (-) (1.89) (-) - - - - 0.21 (-) (-) (-) (-) (0.12) - - - - 139.26 (-) (-) (-) (-) (112.62) - 111.82 3.29 - 0.35 (-) (103.44) (2.98) (-) (1.24) - - 0.02 - - (-) (-) (0.02) (-) (-)

• Remuneration does not include provisions made for Gratuity and Leave benefits amounting to 2.54 Crores(Previous year2.46 Crores)

120

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

	(`Crores)
Nature of Transaction	Subsidiary Companies KMP Close member of the KMP Companies in which Directors are interested Other Related Parties
	Year Ended 31.03.2025 Year Ended 31.03.2025 Year Ended 31.03.2025 Year Ended 31.03.2025 Year Ended 31.03.2025
Outstanding as at Year End xii) Investments xiii) Trade Receivables xiv) Other Receivables xv) Trade Payables xvi) Commission Payable xvii) Contribution payable to Retirement Benefit fund / Others	21.65 - - - - (21.65) (-) (-) (-) (-) 0.41 - - - - (0.26) (-) (-) (-) (-) 1.24 - - 4.93 - (1.27) (-) (-) (1.78) (0.09) 1302.54 - - 25.51 - (412.52) (-) (-) (33.39) (-) - 45.91 - - - (-) (42.49) (-) (-) - - - - - 36.91 (-) (-) (-) (-) (75.52)

Figures in brackets are in respect of Previous year.

• (d) Terms and conditions of transactions with related parties;

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31st March 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (Previous Year: ` Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

d. Disclosures under Ind AS 108 - “Operating Segment” :

The Company is engaged interalia in the manufacture of Rubber Products such as Tyres, Tubes, Flaps, Tread Rubber. These in the context of IND AS - 108 - ‘Operating Segment’ are considered to constitute one single primary segment. The Company’s operations outside India do not exceed the quantitative threshold for disclosure envisaged in the IND AS. Non-reportable segments has not been disclosed as unallocated reconciling item in view of its materiality. In view of the above, operating segment disclosures for business/geographical segment are not applicable to the Company.

121

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

ES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
Entity wide disclosure required by Ind AS 108 are as detailed below:	(`Crores)
Particulars	Year ended 31.03.2025 Year ended 31.03.2024
(i) Products : Automobile Tyres Automobile Tubes Others (ii) Revenue from Customers: India Outside India (iii) Non Current Assets : India Outside India	25397.99 22645.73 1537.18 1428.15 522.44 411.44
	27457.61 24485.32
	25151.09 22611.38 2306.52 1873.94
	27457.61 24485.32
	16081.30 16212.91 - 0.05

(iv) There are no transactions with single customer which amounts to 10% or more of the Company’s revenue.

e. Disclosures under The Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED’):

The details of liabilities to Micro and Small Enterprises, to the extent information available with the Company are given under:

			(`Crores)
Particulars		31.03.2025	31.03.2024
(i)	Principal amounts remaining unpaid to suppliers as at the end of the accounting year	34.95	51.93
(ii)	Interest accrued and due to suppliers on above amount, unpaid	0.07	0.23
(iii)	The amount of interest paid by the buyer in terms of Section16 of the MSMED Act, 2006,along with the	-	-
	amounts of the payment made to the Supplier beyond the appointed day during the accounting year
(iv)	The amount of interest due and payable for the period of delay in making payment (which have been	0.02	0.03
	paid but beyond the appointed day during the year) but without adding the interest specified under
	MSMED Act, 2006
(v)	The amount of interest accrued and remaining unpaid at the end of the accounting year	0.09	0.26
(vi)	The amount of further interest remaining due and payable even in succeeding years, until such date	1.45	1.36
	when the interest dues are actually paid to the small enterprise for the purpose of disallowance as a
	deductible expenditure under section 23 of MSMED Act, 2006

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This had been relied upon by the auditors.

122

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

f. Disclosures as per IND AS - 19 - Employee Benefits

• 1) The contributions to MRF Limited Executives Provident Fund Trust is a defined benefit plan in terms of the definition mentioned in para 7 of IND AS -19 the accounting for which is to be done on an actuarial basis. The actuary has provided a valuation of provident fund liability based on the assumptions listed below and determined that there is no shortfall as at 31st March, 2025 and for the year ended 31st March 2025.

The details of fund and plan assets are given below :

The details of fund and plan assets are given below :
		(`Crores)
Particulars	Year Ended	Year Ended
	31.03.2025	31.03.2024
Fair value of plan assets	443.68	406.42
Present value of defined benefit obligations	438.56	396.38
Net excess/(Shortfall)	5.12	10.04

The plan assets have been primarily invested in Government securities, Corporate bonds and Exchange Traded Funds.

The principal assumptions used in determining the present value of obligation of the interest rate guarantee under deterministic approach are:

Projection is restricted to five years or earlier, if retirement occurs. Expected guaranteed interest rate - 8.25 %( Previous Year -8.25 %)

Discount rate -6.90% (Previous Year - 7.20%)

• 2) During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

(` Crores)

			(`Crores)
	Particulars	Year Ended	Year Ended
		31.03.2025	31.03.2024
i)	Employer's contribution to Provident Fund and Family Pension Fund	78.68	76.15
ii)	Employer's contribution to Superannuation Fund	16.16	22.62
iii)	Leave Encashment - Unfunded	18.12	19.33

123

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

• iv) Defined benefit obligation:

• a) Post Retirement Medical Benefit - Unfunded

  • i) Expenses Recognised in the Income Statement

(` Crores)

	(`Crores)
Particulars	Year Ended 31.03.2025 Year Ended 31.03.2024
Current Service Cost Net Interest Cost / (Income) on the Net Defined Benefit Liability / (Asset)	0.25 0.20 0.52 0.51
	0.77 0.71

• ii) Changes in the Present Value of Obligation

(` Crores)

		(`Crores)
Particulars	Year Ended	Year Ended
	31.03.2025	31.03.2024
Present Value of Obligation as at the beginning	7.22	6.78
Current Service Cost	0.25	0.20
Net Interest Cost / (Income) on the Net Defined Benefit Liability / (Asset)	0.52	0.51
Re-measurement (or Actuarial) (gain) / loss arising from:
- change in financial assumptions	0.29	0.27
- experience variance (i.e. Actual experience vs assumptions)	(0.63)	(0.53)
Benefits Paid	(0.01)	(0.01)
Present Value of Obligation as at the end	7.64	7.22
Other Comprehensive Income
		(`Crores)
Particulars	Year Ended	Year Ended
	31.03.2025	31.03.2024
Actuarial (gains) / losses
- change in financial assumptions	0.29	0.27
- experience variance(i.e. Actual experience vs assumptions)	(0.63)	(0.53)
Components of defined benefit costs recognised in other comprehensive income	(0.34)	(0.26)

iii) Other Comprehensive Income

124

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

iv) Actuarial Assumptions

• a. Financial Assumptions The principal financial assumptions used in the valuation are shown in the table below:

			Particulars	As at	As at
				31.03.2025	31.03.2024
			Discount rate(per annum)	6.90%	7.20%
		b.	Demographic Assumptions
			Particulars	As at	As at
				31.03.2025	31.03.2024
			Mortality Rate % of IALM 2012-14 (Pre-Retirement)	100%	100%
			Mortality Rate % of IALM 2012-15 (Post-Retirement)	100%	100%
			Withdrawal rates, based on age: (per annum)
			Up to 30 years	3.00%	3.00%
			31 - 44 years	2.00%	2.00%
			Above 44years	1.00%	1.00%
b)	The	valuation results for the defined benefit gratuity plan as at 31-3-2025 are produced in the tables below:
	i)	Changes in the Present Value of Obligation

Changes in the Present Value of Obligation
		(`Crores)
Particulars	As at	As at
	31.03.2025	31.03.2024
Present Value of Obligation as at the beginning	562.49	484.47
Current Service Cost	27.60	26.74
Interest Expense or Cost	40.47	36.41
Re-measurement (or Actuarial) (gain) / loss arising from:
- change in demographic assumptions	-	-
- change in financial assumptions	15.54	14.51
- experience variance (i.e. Actual experience vs assumptions)	(9.98)	27.57
Past Service Cost	-	-
Benefits Paid	(35.75)	(27.21)
Present Value of Obligation as at the end	600.37	562.49

125

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

ii) Changes in the Fair Value of Plan Assets

STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025 Changes in the Fair Value of Plan Assets
		(`Crores)
Particulars	Year Ended	Year Ended
	31.03.2025	31.03.2024
Fair Value of Plan Assets as at the beginning	489.07	445.13
Investment Income	35.19	33.45
Employer's Contribution	73.42	40.00
Benefits Paid	(35.75)	(27.21)
Return onplan assets,excludingamount recognised in net interest expense	3.06	(2.30)
Fair Value of Plan Assets as at the end	564.99	489.07

iii) Expenses Recognised in the Income Statement

(` Crores)

Expenses Recognised in the Income Statement		(`Crores)
Particulars	Year Ended	Year Ended
	31.03.2025	31.03.2024
Current Service Cost	27.60	26.74
Past Service Cost	-	-
Net Interest Cost / (Income) on the Net Defined Benefit Liability / (Asset)	5.28	2.96
Payable/(Recoverable)to/ from a subsidiarycompany	(1.01)	(0.87)
	31.87	28.83

iv) Other Comprehensive Income

Other Comprehensive Income
		(`Crores)
Particulars	Year Ended	Year Ended
	31.03.2025	31.03.2024
Actuarial (gains) / losses
- change in demographic assumptions	-	-
- change in financial assumptions	15.54	14.51
- experience variance (i.e. Actual experience vs assumptions)	(9.98)	27.57
Return on plan assets, excluding amount recognised in net interest expense	(3.06)	2.30
Payable/(Recoverable)from a subsidiarycompany	(0.23)	(0.41)
Components of defined benefit costs recognised in other comprehensive income	2.27	43.97

126

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

• v) Major categories of Plan Assets (as percentage of Total Plan Assets)

Particulars	As at	As at
	31.03.2025	31.03.2024
Funds managed byInsurer	100%	100%

• In the absence of detailed information regarding Plan assets which is funded with Insurance Company, the composition of each major category of Plan assets, the percentage or amount for each category to the fair value of Plan assets has not been disclosed.

• The group gratuity Policy with LIC includes employees of MRF Corp Ltd, a Subsidiary Company.

• vi) Actuarial Assumptions

• a. Financial Assumptions

The principal financial assumptions used in the valuation are shown in the table below:

	The principal financial assumptions used in the valuation are shown in the table below:
b.	Particulars As at 31.03.2025 As at 31.03.2024
	Discount rate (per annum) 6.90% 7.20% Salary growth rate (per annum) 5.50% 5.50% Demographic Assumptions
	Particulars As at 31.03.2025 As at 31.03.2024
	Mortality Rate % of IALM 2012-14 (% of IALM 2006-08) 100% 100% Withdrawal rates, based on age: (per annum) Up to 30 years 3.00% 3.00% 31 - 44 years 2.00% 2.00% Above 44years 1.00% 1.00%

vii) Amount, Timing and Uncertainty of Future Cash Flows

• a. Sensitivity Analysis:

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:

127

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

||(Crores)|(Crores)|(Crores)|(Crores)|
|---|---|---|---|---|
|Particulars|As at
31.03.2025
As at
31.03.2024||||
|Defined Benefit Obligation(Base)|600.37
562.49||||
||||||
|Particulars|As at 31.03.2025||As at 31.03.2024||
||Decrease|Increase|Decrease|Increase|
|Discount Rate (- / + 1%)
(% change compared to base due to sensitivity)|657.77
9.60%
549.77
-8.40%
598.87
-0.30%
599.49
-0.10%|550.90
-8.20%
658.04
9.60%
601.76
0.20%
601.25
0.10%|616.07
9.50%
515.12
-8.40%
560.15
-0.40%
561.61
-0.20%|516.29
-8.20%
616.49
9.60%
564.62
0.40%
563.36
0.20%|
|Salary Growth Rate (- / + 1%)
(% change compared to base due to sensitivity)|||||
|Attrition Rate (- / + 50%)
(% change compared to base due to sensitivity)|||||
|Mortality Rate (- / + 10%)
(% change compared to base due to sensitivity)|||||

Please note that the sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

There is no change in the method of valuation from the prior period. For change in assumptions please refer to section vi above, where assumptions for prior period, if applicable, are given.

• b. Asset Liability Matching Strategies

The scheme is managed on funded basis.

128

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
c. Effect of Plan on Entity’s Future Cash Flows - Funding arrangements and Funding Policy The scheme is managed on funded basis. - Expected Contribution during the next annual reporting period The Company's best estimate of Contribution during the next year - Maturity Profile of Defined Benefit Obligation Weighted average duration (based on discounted cash flows) - Expected cash flows over the next (valued on undiscounted basis): 1 year 2 to 5 years 6 to 10 years More than 10 years	(`Crores)
	31.03.2025 31.03.2024
	40.83 38.70 9 Years 9 Years
	(`Crores)
	31.03.2025 31.03.2024
	69.75 67.59 208.06 193.66 239.87 238.60 764.60 749.31

• v) Other Long Term Employee Benefits unfunded:

Other Long Term Employee Benefits unfunded:
		(`Crores)
Particulars	As at	As at
	31.03.2025	31.03.2024
Present value of obligation
Leave Encashment	64.95	60.48

129

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

• g. Expenditure on Research and Development during the year ended 31st March 2025

		(`Crores)
Particulars	Year Ended	Year Ended
	31.03.2025	31.03.2024
Revenue Expenditure *	204.71	170.98
Capital Expenditure	20.79	55.73
Total	225.50	226.71

*The disclosure of Research and Developments expenses of `120.32 crores in the previous year was based on compliance with the recognition granted by Department of Scientific and Industrial Research.

• h. Terms of Repayment and Security Description of Borrowings:(refer note 11)

• a) Current Borrowings

  • i) Loans repayable on demand from banks are secured by hypothecation of Inventories and book debts, equivalent to the outstanding amount and carries interest rates at the rate of 7% to 9% (Previous year 6.88% to 7.90%).

• b) Non Current Borrowings

  • i) Indian Rupee Term Loan (Unsecured) from the HSBC Bank.

Indian Rupee Term Loan of ` 150 crores availed in July,2021 is for capital expenditure. Interest is payable at a rate equal to the three months T-Bill rate plus a margin of 1.33% payable monthly. The said Loan is repayable in three equal annual installment in July, 2025/July, 2026/July, 2027.

• ii) Indian Rupee Term Loan (Unsecured) from the HDFC Bank.

• a) Indian Rupee Term Loan of ` 300 crores availed in June, 2020 is for capital expenditure. Interest is payable at a rate equal to repo rate plus a margin of 1.70% payable monthly. The said Loan is repayable in three equal annual installment in June, 2024/June, 2025/June, 2026.

• b) Indian Rupee Term Loan of ` 150 crores availed in June, 2021 is for capital expenditure. Interest is payable at a rate equal to repo rate plus a margin of 0.75% payable monthly. The said Loan is repayable in three equal annual installment in June, 2025/June, 2026/June, 2027.

• iii) 15,000 [Floating Interest rate linked to 6 month T-Bill rate] Listed Unsecured rated redeemable Taxable Non Convertible Debentures of 1,00,000/- each aggregating to 150 crore issued on 24[th] February 2023, are to be redeemed on 24[th] February, 2026.

130

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

• iv) Secured Loan of 80.92 Crores was availed under SIPCOT soft loan in March 2020, further, additional SIPCOT Loan (secured) of 7.75 Crores was availed in March 2023. Interest is payable quartely at a rate of 0.10% (Previous year - 0.10%). These loans are secured by way of second charge on the Fixed Assets created at the company’s plants at Perambalur, near Trichy,Tamil Nadu. These loans will be repaid in full in April 2033 and April 2036 respectively.

• v) Deferred payment credit is repayable along with interest (at varying rates) in 240 consecutive monthly instalments ending in March 2026.

i. Inventories

Inventories written down for obsolescence and Non-moving stocks for the year amounts to 14.33 crores (Previous Year-4.47 crores) net of reversal. The amount of write down of inventories to net realizable value recognised as an expenses was 8.99 crores (Previous Year-9.83 crores). The reversal of write-down is on account of offtake/usage and better price realization.The cost of inventories recognised as an expense during the year in respect of continuing operations was 18293.03 crores (Previous Year-15352.46 crores).

j. Extended Producer Responsibility (EPR)

Vide Notification dated 21st July 2022, The Ministry of Environment, Forest and Climate Change notified Regulations on Extended Producer Responsibilities (EPR) for waste tyres applicable to tyre manufacturers.The Company has a present legal obligation as at the year end to recognize a liability with respect to the levy. The Company has recognized a provision for 2024-25, amounting to 120.89 crores (net of reversal of37.46 crores relating to earlier years). The obligations are to be fulfilled by purchasing certificates from recyclers who are registered with the Central Pollution Control Board. The calculation of the levy is based on the domestic revenue, generated in 2022-23 ( used for computing obligation in 2024-25).

• k. The amount due and paid during the year to “Investor Education and Protection Fund” is 0.46 crores (Previous year -0.80 crores).

l. Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceeding three financial years on corporate social responsibility (CSR) Activities, which for the financial year ended 31[st] March 2025 amounts to 29.82 crores (Previous year - 25.08 crores). A CSR Committee has been formed by the Company as per the Act. During the financial year ended 31[st] March 2025, the Company has incurred an amount of `14.47 crores.

31stMarch 2025 amounts to29.82 crores (Previous year -25.08 crores). A CSR Commi During the financial year ended 31stMarch 2025, the Company has incurred an amount of	31stMarch 2025 amounts to29.82 crores (Previous year -25.08 crores). A CSR Commi During the financial year ended 31stMarch 2025, the Company has incurred an amount of	ttee has been formed by the Company `14.47 crores.	as per the Act.
Amount spent during the year on:			(`Crores)
Particulars		Year Ended 31.03.2025	Year Ended 31.03.2024
1	Amount required to be spent by the Company during the year	29.82	25.08
2	Amount of expenditure incurred on :
	(i) Construction/acquisition of any asset	4.00	9.18
	(ii) On Purposes other than (i) above	10.47	10.08

131

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

			(`Crores)
Particulars		Year Ended 31.03.2025	Year Ended 31.03.2024
3	Shortfall at the end of the year	15.35	5.82
4	Total of previous years shortfall	-	-
5	Reason for shortfall	-*	-*
6	Nature of CSR activities	-**	-**
7	Details of related party transactions in relation to CSR expenditure as per relevant Accounting Standard
	-Contribution to MRF Foundation in relation to CSR expenditure	17.60	16.63

*The shortfall in CSR expenditure was on account of delay in implementation of projects and project duration extending beyond one financial year as per their original schedule of implementation. The shorfall is transferred to unspent CSR Bank account on 28th April, 2025 (Previous year 25[th] April, 2024). The amount spent, during the year, out of the shortfall at the end of the previous year’s is ` 4.91 crores.

**Disaster Management including Relief, Promotion of Education, Environmental Sustainability, Livelihood enhancement, Vocational Skill development, Promoting Health care, Safe drinking water, Training for Sports, Sanitation and Hygiene, Rural Development projects.

• m. Earnings Per Share (Basic and Diluted)

Earnings Per Share (Basic and Diluted)
Particulars		Year Ended	Year Ended
		31.03.2025	31.03.2024
Profit after taxation	`Crores	1822.55	2040.95
Number of equity shares (Face Value`10/-)	Nos.	4241143	4241143
Earnings pershare	`	4297.31	4812.26

n. Events Occuring after the Balance Sheet date

The proposed final dividend for Financial Year 2024-25 amounting to 97.12 Crores will be recognised as distribution to owners during the financial year 2025-26 on its approval by Shareholders. The proposed final dividend amounts to229/- per share.

o. Capital and Other Commitments

• (i) Estimated amount of contracts remaining to be executed on Capital Account, net of advances and not provided for - 714.11 Crores (Previous Year 1334.36 Crores)

• (ii) Guarantees given by the Banks - 65.03 Crores (Previous Year - 56.10 Crores)

• (iii) Letters of Credit issued by the Banks - 168.23 Crores (Previous Year - 373.82 Crores)

• (iv) Commitments relating to Lease arrangements - Refer Note 2(c)( 3)

• (v) Commitment to Rubber Board towards Promotion of Rubber Plantations in North East and Other Parts of India- 208.04 Crores(net of payments) (Previous Year-294.01 crores)

• (vi) Derivative contract related commitments -Refer Note 24B(i)(b)

132

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

p.	(i) Key Financial Ratios
	Sl. No. Description Numerator Denominator 2024-25 2023-24 Change in Percentage (%) Reasons for Change if variation is more than 25%
	1 Current Ratio Current assets Current Liabilities 1.48 1.35 10 2 Debt Equity Ratio Long Term Debt Shareholder's Equity 0.04 0.05 (19) 3 Debt Service Coverage Ratio EBITDA Interest Expense + Principal Repayments 13.63 10.84 26 Due to Lower Interest expenses and Princial payment during the year 4 Return on Equity (%) PAT (After Exceptional item) Average Shareholder's Equity 10.53% 13.19% (20) 5 Inventory Turnover Ratio Cost of Sales Average Inventory 5.27 5.37 (2) 6 Trade Receivables Turnover Ratio Net Credit Sales Average Trade Receivables 9.00 9.34 (4) 7 Trade Payables Turnover Ratio Net Credit Purchases Average Trade Payables 4.42 4.36 1 8 Net Capital Turnover Ratio Net Sales Working Capital 6.57 9.27 (29) Due to higher working capital for current year 9 Net Profit Margin (%) PAT (After Exceptional item) Total Income 6.49% 8.17% (21) 10 Return on Capital Employed (%) EBIT (Excl Other income and Exceptional item) Capital Employed 11.39% 14.55% (22) 11 Return on Investment Income generated from Invested funds Time weighted average of investments (includes Quoted Equity shares, Debt instruments-Bonds and Unquoted mutual funds) 8.34% 7.87% 6

133

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

• q. (i) Contingent Liabilities not provided for:

  • Claims not acknowledged as debts:

• (a) Competition Commission of India (CCI) matter - Refer Note 1 below

• (b) Disputed Sales Tax demands pending before the Appellate Authorities /High Court - 241.39 Crores ( Previous Year- 254.46 Crores).Against the said demand the Company has deposited an amount of 3.63 Crores (Previous Year - 3.50 Crores)

• (c) Contractual claims not acknowledged-7.76 Crores (Previous Year -7.76 Crores)

• (d) Disputed Excise/Customs Duty demands pending before the Appellate Authorities/High Court - 594.43 Crores (Previous Year - 594.47 Crores). Against the said demand the Company has deposited an amount of 18.21 Crores (Previous Year -18.15 Crores)

• (e) Disputed Income Tax Demands - 103.44 Crores (Previous Year - 417.27 Crores). Against the said demand the Company has deposited an amount of 117.12 Crores (Previous Year - 162.18 Crores). Reduction in Tax demands is on account of favourable orders received during the year.

• (f) Disputed Goods and Service Tax demands pending before the Appellate Authorities - 69.66 Crores ( Previous Year- 37.12 Crores ). Against the said demand the Company has deposited an amount of 3.59 Crores (Previous Year - 2.69 Crores)

• Note 1: The Competition Commission of India (CCI) had on 2nd February,2022 released its order dated 31st August,2018,imposing penalty on certain Tyre Manufacturers including the Company and also the Automotive Tyre Manufacturers’ Association, concerning the breach of the provisions of the Competition Act 2002, during the year 2011-12. A penalty of `622.09 Crores was imposed on the Company. The appeal filed by the Company before National Company Law Appellate Tribunal (NCLAT) has been disposed off by remanding the matter to CCI for review after hearing the parties. CCI has in February 2023 filed an appeal against the Order of NCLAT before the Hon’ble Supreme Court. Pending disposal, the Company has filed an appeal before the Hon’ble Supreme Court against the order of NCLAT, which has been tagged with the appeal filed by CCI in the Supreme Court. The Company is of the view that no provision is considered necessary in respect of this matter in the Standalone Financial Statements.

r. Other Statutory Information

• (i) The Company does not have any Benami property nor any proceeding has been initiated or pending against the Company for holding any Benami property.

• (ii) The Company does not have any transactions with companies struck off.

• (iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

• (iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

134

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

• (v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

  • (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

  • (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall :

  • (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

  • (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (vii) The Company has not recorded any transaction in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

• (viii) The Company has not been declared a wilful defaulter by any bank or financial institution or any of the lenders.

• (ix) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

• s. Other Notes :

s. Other Notes :
		(`Crores)
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
	% of total Consumption Value	% of total Consumption Value
1) Value of imported/indigenous raw material/ stores and spares consumed : Raw Materials Imported at landed cost Indigenous Stores and Spares Imported at landed cost Indigenous	31.81 5836.11 68.19 12512.86	29.90 4501.03 70.10 10550.72
	100.00 18348.97	100.00 15051.75
	6.42 33.17 93.58 483.89	5.51 25.46 94.49 436.44
	100.00 517.06	100.00 461.90

135

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
2) Details of Purchase of Stock in Trade 'T' and 'S' Equipments Sports Goods Others 3) CIF Value of Imports: a. Raw Materials b. Components and Spare Parts c. Capital Goods 4) Earnings in Foreign Exchange: FOB Value of Exports Freight and Insurance Note: FOB Value of Exports excludes export sales in Indian Rupees 5) Expenditure in Foreign Currency paid or payable by the Company: a. Interest and Finance Charges b. Professional and Consultation Fees c. Travelling d. Advertisements e. Traded goods f. Insurance g. Others	(`Crores)
	Year Ended 31.03.2025 Year Ended 31.03.2024
	7.84 4.17 16.24 13.26 4.02 3.79
	28.10 21.22
	5384.64 4157.36 105.24 80.23 259.07 707.13 2044.14 1645.45 15.81 7.51 3.58 2.89 15.91 15.33 2.68 2.43 17.73 80.31 3.22 0.06 7.25 6.50 39.13 27.81

For M M NISSIM & CO LLP	For SASTRI & SHAH
Chartered Accountants	Chartered Accountants
Firm Reg. No. 107122W / W100672	Firm Reg. No. 003643S
N. KASHINATH	C R KUMAR	MADHU P NAINAN	S DHANVANTH KUMAR	VIkRAM TARANATH HOSANGADy	K M MAMMEN
Partner	Partner	Executive Vice President	Company Secretary	Director	Chairman & Managing Director
Mem. No. 036490	Mem. No. 026143	Finance	Chennai	DIN : 09757469	DIN : 00020202
Chennai	Chennai	Chennai		Chennai	Chennai
Dated 7thMay, 2025

136

==> picture [34 x 34] intentionally omitted <==

CONSOLIDATED FINANCIAL STATEMENTS

137

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MRF LIMITED

Report on the Audit of the Consolidated Financial Statements

1. Opinion

We have audited the accompanying Consolidated Financial Statements of MRF Limited (hereinafter referred to as the ‘Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”) which comprise the Consolidated Balance Sheet as at 31st March 2025, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Cash Flows Statement for the year ended on that date and notes to financial statements, a summary of material accounting policies and other explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the Consolidated state of affairs (financial position) of the Group as at 31st March 2025, and its Consolidated profit(financial performance

including Other Comprehensive Income), the Consolidated Changes in Equity and its Consolidated Cash Flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Consolidated Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current year. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

138

==> picture [34 x 34] intentionally omitted <==

Sr. Key Audit Matter How the matter was addressed in our audit No. 1 Defined Benefit Obligation Our audit procedures included: The valuation of the retirement benefit schemes in We have examined the key controls over the process involving member data, formulation of the Group is determined with reference to various assumptions and the financial reporting process in arriving at the provision for retirement benefits. actuarial assumptions including discount rate, future We tested the controls for determining the actuarial assumptions and the approval of those salary increases, rate of inflation, mortality rates and assumptions by senior management. We found these key controls were designed, implemented attrition rates. Due to the size of these schemes, and operated effectively, and therefore determined that we could place reliance on these key small changes in these assumptions can have a controls for the purposes of our audit. material impact on the estimated defined benefit obligation. We tested the employee data used in calculating the obligation and where material, we also considered the treatment of curtailments, settlements, past service costs, remeasurements, benefits paid, and any other amendments made to obligations during the year. From the evidence obtained, we found the data and assumptions used by management in the actuarial valuations for retirement benefit obligations to be appropriate. 2 Provision for Sales related obligations (warranty) Our audit procedures included:

The Holding Company makes an estimated provision We understood and tested the controls over the assumptions applied in arriving at the provision for sales related obligations based on commitments, for Sales related obligations. established trade practices, historical trends and other assumptions which are judgemental including Tested on sample basis, the provision made during the year with relevant data elements, those relating to outflow of resources. assumptions involved, validation of formula used in the spread sheet and management review and control of the relevant internal and external factors impacting the provision.

Considering the significant judgements involved in making the above estimate, we have considered this as a key audit matter.

139

Sr. No.	Key Audit Matter	How the matter was addressed in our audit
3	Litigation, Claims and Contingent Liabilities Refer Note 25 (j) • The Group is exposed to variety of different laws, regulations and interpretations thereof. Consequently, in the normal course of business, Provisions and Contingent Liabilities may arise from legal proceedings, constructive obligations and commercial claims. • Management applies significant judgement when considering whether and how much to provide for the potential exposure of each matter. • These estimates could change substantially over time as new facts emerge as each legal case or matters progresses. • Given the different views possible, basis the interpretations, complexity and the magnitude of potential exposures and the judgement necessary to estimate the amount of provision required or determine required disclosures.	Our audit procedures included: • We understood the processes, evaluated the design and implementation of controls and tested the operating effectiveness of the Group’s controls over the recording and re- assessment of uncertain legal positions, claims and contingent liabilities. • We held discussions with senior management including the person responsible for legal and compliance to obtain an understanding of the factors considered by management in classification of the matter as ‘probable’, ‘possible’ and ‘remote’. • Examined the Holding Company’s legal expenses on sample basis and read the minutes of the board meetings in order to ensure completeness. • With respect to tax matters, involving our tax specialists, and discussing with the Holding Company’s tax officers, their views and strategies on significant cases, as well as the related technical grounds relating to their conclusions based on applicable tax laws. • Assessing the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures. • For those matters where management concluded that no provisions should be recorded, considering the adequacy and completeness of the disclosures.
4	Property, Plant and Equipment (Including Capex) • Tracking and monitoring capex requires more attention to ensure reasonable accurateness and completeness of financial reporting in respect of Property, Plant and Equipment. • Further, technical complexities require management to assess and make estimates/ judgements about capitalization, estimated useful life, impairment etc. which has material impact on Balance Sheet and operating results. • Refer note 1 to consolidated financial statements.	Our audit procedures included: Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: • We assessed company’s process regarding maintenance of records and accounting of transactions pertaining to Property, Plant and Equipment including capital work in progress with reference to Ind AS 16. • We have carried out substantive audit procedures at financial and assertion level to verify the capitalization of assets as Property, Plant and Equipment. • We have reviewed management judgement pertaining to estimation of useful life and depreciation of the Property, Plant and Equipment in accordance with Schedule II of the Companies Act, 2013. • We have relied on physical verification conducted by management and management representations.

140

==> picture [34 x 34] intentionally omitted <==

4. Information Other than the Consolidated Financial Statements and Auditor’s Report thereon

The Holding Company’s Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Holding Company’s Board’s Report including Annexures to Board’s Report, Management Discussion and Analysis, Report on Corporate Governance, Business Responsibility and Sustainability Report, but does not include the Consolidated Financial Statements and our auditor’s report thereon.

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

5. Management’s Responsibility and Those Charged with Governance for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these Consolidated Financial Statements in term of the requirements of the Act that give a true and fair view of the Consolidated financial position, Consolidated financial performance including other comprehensive income, Consolidated Changes in Equity and Consolidated Cash Flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with

the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Companies or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Companies.

6. Auditor’s Responsibilities for the audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

141

• Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company and its subsidiary companies which are companies incorporated in India, has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial statements made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent

the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the Consolidated Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences

142

==> picture [34 x 34] intentionally omitted <==

of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

7. Other Matters

We did not audit the financial statements / financial information of certain subsidiaries whose financial statements / financial information reflect total assets of 467.86 Crores as at 31st March 2025, total revenues of 493.01 Crores, total net profit after tax of 46.60 Crores and net cash inflow of 59.42 Crores for the year ended on that date, as considered in the Consolidated Financial Statements. These financial statements / financial information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

8. Report on Other Legal and Regulatory Requirements

8.1 As required by Section 143(3) of the Act, based on our audit, we report that:

• a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.

• b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

• c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial Statements.

• d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

• e) On the basis of the written representations received from the directors of the Holding Company as on 31st March 2025 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies is disqualified as on 31st March, 2025, from being appointed as a director in terms of Section 164(2) of the Act.

• f) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Group and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” .

• g) As required by section 197(16) of the Act, based on our audit, we report that the Holding Company and its subsidiary companies incorporated in India, has paid and provided for remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

• h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

143

• i. The Consolidated Financial Statements disclose the impact of pending litigations on the Consolidated financial position of the Group – Refer Note 25 (j) to the Consolidated Financial Statements;

• ii. The Group has long-term contracts including derivative contracts for which there were no material foreseeable losses;

• iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Holding company and its subsidiary companies incorporated in India.

• iv. (a) The respective Managements of the Company and its subsidiaries which are companies incorporated in India, whose financial statements have been audited under the Act, have represented to us that to the best of their knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company and its subsidiary companies incorporated in India to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding whether recorded in writing or otherwise that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or any of its subsidiaries, (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

• (b) The respective Managements of the Company and its subsidiaries which are companies incorporated in India, whose

financial statements have been audited under the Act, have represented to us that to the best of their knowledge and belief, no funds have been received by the Company and its subsidiary companies incorporated in India, from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company or any of its subsidiaries shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

• (c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances performed by us on the Company and its subsidiaries, which are companies incorporated in India whose financial statements have been audited under the Act, nothing has come to our notice that causes us to believe that the above representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material misstatement.

• v. The Company and its subsidiary companies incorporated in India have complied with the provisions with respect to Section 123 of the Companies Act, 2013 in respect of final dividend proposed in the previous year, interim dividends declared and paid by the company during the year and the proposed final dividend for the year which is subject to the approval of members at the ensuing Annual General Meeting, as applicable.

144

==> picture [34 x 34] intentionally omitted <==

• vi. Based on our examination which included test checks and that performed by the respective auditors of the subsidiaries, which are companies incorporated in India whose financial statements have been audited under the Act, the company, subsidiaries, have used an accounting software for maintaining its books of account which has a inbuilt feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we and respective auditors of the above referred subsidiaries did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company and the above referred subsidiaries as per statutory requirements for record retention.

• vii. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order,2020 (the Order/CARO) issued by the central government in terms of section 143 (11)

of the act, to be included in the Auditor’s Report, according to the information and explanation given to us, and based on CARO reports issued by us and the component auditor for the Holding company and its subsidiaries incorporated in India included in the consolidated financial statements of the company, to which the reporting under CARO is applicable., we report that there are no qualifications or adverse remarks in these CARO reports.

For M M NISSIM & CO. LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S N KASHINATH C R KUMAR Partner Partner Mem.No.036490 Mem.No.026143 UDIN: 25036490BMFZMA8618 UDIN: 25026143BMIXER3782 Place: Chennai Place : Chennai Date : 7th May, 2025 Date : 7th May, 2025

145

“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF MRF LIMITED.

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (“the Act”)

Opinion

In conjunction with our audit of the Consolidated Financial Statements of the Company as at and for the year ended 31st March 2025, we have audited the internal financial controls with reference to Consolidated Financial Statements of MRF LIMITED (“the Holding Company”) and its subsidiary companies which are companies incorporated in India, as of that date. In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls with reference to Consolidated Financial Statements and internal financial controls were operating effectively as at 31st March 2025, based on the internal financial control with reference to Consolidated Financial Statement criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

1. MANAGEMENT’S RESPONSIBILITy FOR INTERNAL FINANCIAL CONTROLS

The Respective Board of Directors of the Holding Company and its subsidiary companies incorporated in India, are responsible for establishing and maintaining internal financial controls with reference to Consolidated Financial Statements based on the internal financial control reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence

to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

2. AUDITORS’ RESPONSIBILITy

Our responsibility is to express an opinion on the internal financial controls with reference to Consolidated Financial Statements of the Holding Company and its subsidiary companies which are incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and the Standards on Auditing, issued by ICAI and prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Consolidated Financial Statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Consolidated Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Consolidated Financial Statements includes obtaining an understanding of internal financial controls with reference to Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by other auditors of a subsidiary company incorporated in India, in terms of their report referred to in other matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company and its subsidiary company which is incorporated in India.

146

==> picture [34 x 34] intentionally omitted <==

3. MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO CONSOLIDATED FINANCIAL STATEMENTS

A company’s internal financial control with reference to Consolidated Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to Consolidated Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

4. INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO CONSOLIDATED FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference to Consolidated Financial Statements, including the possibility of collusion or improper management override of

controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Consolidated Financial Statements to future periods are subject to the risk that the internal financial control with reference to Consolidated Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

5. OTHER MATTERS

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to Financial Statements in so far as it relates to subsidiary companies, incorporated in India, is based on the report of the auditors.

For M M NISSIM & CO. LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S

N KASHINATH C R KUMAR Partner Partner Mem.No.036490 Mem.No.026143 UDIN: 25036490BMFZMA8618 UDIN: 25026143BMIXER3782 Place: Chennai Place : Chennai Date : 7th May, 2025 Date : 7th May, 2025

147

MRF LIMITED, CHENNAI
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2025				Note	As at 31.03.2025		(`Crores) As at 31.03.2024
ASSETS
Non-Current Assets
Property, Plant and Equipment Capital Work-in-Progress Right of Use Assets Other Intangible Assets Financial Assets:				2 (a) 2 (b) 2 (c) 2 (d)	12349.11 1168.63 850.34 21.33		11262.22 2384.53 758.26 25.74
- Investments				3		1134.82	1120.99
- Loans				4		7.67	4.17
- Other financial assets				5		31.59	28.66
Non Current Tax Asset(Net)						340.52	354.49
Other non-current assets				6		266.58	360.82
Current Assets
Inventories				7		5624.78	4468.58
Financial Assets:
- Investments				3		3413.42	2261.98
- Trade Receivables				8		3370.25	2911.96
- Cash and Cash Equivalents - Bank Balances other than Cash and Cash Equivalents - Loans				9 10 4		370.64 5.85 5.02	303.07 42.31 5.83
- Other financial assets				5		192.65	190.66
Other Current Assets				6		413.79	365.16
TOTAL ASSETS					29566.99		26849.43
EQUITy AND LIABILITIES
EQUITy Share Capital Other Equity Non Controlling Interest Total Equity LIABILITIES				SOCE SOCE	4.24 18484.22 0.18 18488.64		4.24 16698.75 0.17 16703.16
Non-Current Liabilities
Financial Liabilities:
- Borrowings - Lease Liability Provisions				11 12		374.43 755.31 285.29	724.11 655.19 259.69
Deferred Tax Liabilities (Net) Other non-current liabilities				13 14		462.39 241.36	461.97 335.28
Current Liabilities
Financial Liabilities:
- Borrowings - Lease Liability - Trade Payables (A) total outstanding dues of micro enterprises and small enterprises; (B) total outstanding dues of creditors other than micro enterprises and - Other Financial Liabilities			small enterprises	11 15 15 16		2530.47 110.95 37.74 2784.26 391.31	1351.01 91.19 32.77 2620.01 510.92
Other Current Liabilities				14		2754.17	2652.77
Provisions				12		344.37	447.05
Current Tax Liabilities (Net)						6.30	4.31
Total Liabilities					11078.35		10146.27
TOTAL EQUITy AND LIABILITIES Material Accounting Policies				1	29566.99		26849.43
Accompanying Notes are an integral part of these financial statements
This is the Consolidated Balance Sheet referred	to in our report of even	date
For M M NISSIM & CO LLP For SASTRI & SHAH
Chartered Accountants Chartered Accountants
Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S
N. KASHINATH	C R KUMAR	MADHU P NAINAN	S DHANVANTH KUMAR	VIKRAM TARANATH HOSANGADy			K M MAMMEN
Partner	Partner	Executive Vice President	Company Secretary		Director	Chairman & Managing Director
Mem. No. 036490	Mem. No. 026143	Finance	Chennai		DIN : 09757469		DIN : 00020202
Chennai	Chennai	Chennai			Chennai		Chennai
Dated 7thMay, 2025

148

==> picture [34 x 34] intentionally omitted <==

MRF LIMITED, CHENNAI

MRF LIMITED, CHENNAI
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE yEAR ENDED 31ST MARCH, 2025			(`Crores)
	Note	year ended	year ended
		31.03.2025	31.03.2024
INCOME
Revenue from Operations	17	28153.18	25169.21
Other Income	18	408.11	316.84
TOTAL INCOME		28561.29	25486.05
EXPENSES
Cost of materials consumed	19	18487.98	15243.20
Purchases of Stock-in-Trade		28.45	22.15
Changes in inventories of Finished Goods, Stock-in-Trade and Work-in-Progress	20	(590.31)	(184.32)
Employee Benefits expense	21	1885.14	1798.16
Finance Costs	22	360.03	353.01
Depreciation and Amortisation expense	2 (a), (c) and (d)	1653.55	1429.97
Other Expenses	23	4257.45	4036.46
TOTAL EXPENSES		26082.29	22698.63
PROFIT BEFORE TAX		2479.00	2787.42
TAX EXPENSE
Current Tax		608.45	631.61
Deferred Tax		1.26	74.58
TOTAL TAX EXPENSE		609.71	706.19
PROFIT FOR THE yEAR		1869.29	2081.23
NON-CONTROLLING INTEREST -**77430 (Previous year -**61007)		(0.01)	(0.01)
OTHER COMPREHENSIVE INCOME (OCI)
Items that will not be reclassified to Profit or Loss (net of tax)
Remeasurements of Defined benefit plans		(1.68)	(38.21)
Items that may be reclassified to Profit or Loss (net of tax)
Exchange differences in translating the financial statements of foreign operations		3.75	23.59
Fair value of cash flow hedges through other comprehensive income		(9.37)	(3.57)
Fair value of debt instruments through other comprehensive income		8.31	6.52
TOTAL OTHER COMPREHENSIVE (LOSS) / INCOME FOR THE yEAR, NET OF TAX		1.01	(11.67)
TOTAL COMPREHENSIVE INCOME FOR THE yEAR		1870.29	2069.55
EARNINGS PER EQUITy SHARE	25 (b)
Basic (`per Share)		4407.51	4907.24
Diluted (`per Share)		4407.51	4907.24
Material Accounting Policies	1
Accompanying Notes are an integral part of these financial statements
This is the Consolidated Statement of Profit and Loss referred to in our report of even date

For M M NISSIM & CO LLP	For SASTRI & SHAH
Chartered Accountants	Chartered Accountants
Firm Reg. No. 107122W / W100672	Firm Reg. No. 003643S
N. KASHINATH	C R KUMAR	MADHU P NAINAN	S DHANVANTH KUMAR	VIKRAM TARANATH HOSANGADy	K M MAMMEN
Partner	Partner	Executive Vice President	Company Secretary	Director	Chairman & Managing Director
Mem. No. 036490	Mem. No. 026143	Finance	Chennai	DIN : 09757469	DIN : 00020202
Chennai	Chennai	Chennai		Chennai	Chennai
Dated 7thMay, 2025

149

MRF LIMITED, CHENNAI

CONSOLIDATED STATEMENT OF CHANGES IN EQUITy (SOCE) FOR THE yEAR ENDED 31ST MARCH 2025

(` Crores)

				(`Crores)
SHARE CAPITAL	As at	As at	As at	As at
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
	Number	Number	Amount	Amount
Authorised Share Capital
Equity Shares of`10/-each	9000000	9000000	9.00	9.00
Redeemable Cumulative Preference Share of`100/-each	100000	100000	1.00	1.00
Issued, Subscribed and fully paid up Equity Shares	4241143	4241143	4.24	4.24
(Excludes 71 bonus shares not issued and not alloted on non-payment of
call monies)
Balance at the beginning of the reporting year	4241143	4241143	4.24	4.24
Changes in equityshare capital duringthe reporting period	-	-	-	-
Balance at the end of the reporting year	4241143	4241143	4.24	4.24

Rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital

The Holding Company has one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Holding Company after distribution of all preferential amounts, in proportion to their shareholding.

The Holding Company has declared two interim dividends aggregating to 2.54 Crores (Previous year - 2.54 Crores) which has already been distributed during the Financial year 2024-25.

Shares in the Company held by each shareholder holding more than	As at 31.03.2025	As at 31.03.2025	As at 31.03.2024	As at 31.03.2024
five percent shares	No.	%	No.	%
Comprehensive Investment and Finance Company Private Limited	441834	10.42%	441834	10.42%
MOWI Foundation	507984	11.98%	507984	11.98%

150

==> picture [34 x 34] intentionally omitted <==

MRF LIMITED, CHENNAI

(` Crores)

OTHER EQUITy	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Other Comprehensive Income (OCI)	Other Comprehensive Income (OCI)	Other Comprehensive Income (OCI)	TOTAL
	Securities Premium	Capital Reserve	General Reserve	Capital Redemption Reserve	Remeasurements of Defined Benefit Plans	Retained Earnings	Cash Flow Hedges through OCI	Debt Instruments through OCI	Foreign Currency Translation Reserve
Balance at the beginning of the comparative reporting year- 1st April 2023	9.42	0.05	14777.85	0.44	(63.36)	-	3.53	(23.75)	(0.76)	14703.42
Profit for the Comparative year ending 31st March 2024	-	-	-	-	-	2081.22	-	-	-	2081.22
Other Comprehensive (Loss)/Income for the Comparative year ending 31st March 2024	-	-	-	-	(38.21)	-	(3.57)	6.52	23.59	(11.67)
Total Comprehensive Income for the Comparative year	-	-	-	-	(38.21)	2081.22	(3.57)	6.52	23.59	2069.55
Transactions with owners in their capacity as owners:
-Interim Dividends (`6 per share)	-	-	-	-	-	(2.54)	-	-	-	(2.54)
-Final Dividend (`169 per share)	-	-	-	-	-	(71.68)	-	-	-	(71.68)
Transfer to General Reserve	-	-	2007.00	-	-	(2007.00)	-	-	-	-
Balance at the beginning of the reporting year	9.42	0.05	16784.85	0.44	(101.57)	-	(0.04)	(17.23)	22.83	16698.75
Profit for the Current Reporting year ending 31st March 2025	-	-	-	-	-	1869.28	-	-	-	1869.28
Other Comprehensive (Loss) / Income	-	-	-	-	(1.68)	-	(9.37)	8.31	3.75	1.01
Total Comprehensive Income attributable to the Owners of the Company for the Reporting Period	-	-	-	-	(1.68)	1869.28	(9.37)	8.31	3.75	1870.29
Transactions with owners in their capacity as owners:
-Interim Dividends (`6 per share)	-	-	-	-	-	(2.54)	-	-	-	(2.54)
-Final Dividend (`194 per share)	-	-	-	-	-	(82.28)	-	-	-	(82.28)
Transfer to General Reserve	-	-	1784.46	-	-	(1784.46)	-	-	-	-
Balance at the end of the reporting period ending 31st March 2025	9.42	0.05	18569.31	0.44	(103.25)	-	(9.41)	(8.92)	26.58	18484.22

151

Nature and Purpose of each component of equity	Nature and Purpose
Securities Premium	Amounts received in excess ofpar value on issue of shares is classified as Securities Premium.
Capital Reserve	Capital reserve was created onpurchase of shares bytheparent company.
General Reserve	General Reserve represents accumulated profits and is created by transfer of profits from Retained Earnings and it is not an item of Other Comprehensive Income and the same shall not be subsequentlyreclassified to Profit and Loss.
Capital Redemption Reserve	Capital Redemption Reserve represents statutoryreserve created upon buyback of equityshares in the earlieryears.
Retained Earnings	Retained earnings are the Profits that thegrouphas earned till date,less anytransfer to General reserve and Dividend.
Cash Flow Hedges	Gains / Losses on Effective portion of cashflow hedges are initially recognized in Other Comprehensive Income as per IND AS 109. These gains or losses are reclassified to the Profit or Loss when the forecasted transaction affects earnings,except for hedge transactions resulting in recognition of non financial assets which are included in the carrying amount of the asset(" Basis Adjustments").
Debt Instruments	The fair value change of the debt instruments measured at fair value through Other Comprehensive Income is recognised in Debt instruments through Other Comprehensive Income. Upon derecognition, the cumulative fair value changes on the said instruments are reclassified to Profit and Loss.
Remeasurements of Defined Benefit Plans	Gains/Losses arising on Remeasurements of Defined Plan at the end of each reporting period is separately disclosed under Reserves and Surplus and shall not be reclassified to the Profit or Loss in the Subsequentyears.
Foreign Currency Translation Reserve	Exchange differences relating to the translation of the results and net assets of the groups foreign operations from their functional currencies to the Group'spresentation currency,i.e,Indian Rupees.

This is the Consolidated Statement of Changes in Equity (SOCE) referred to in our report of even date. Accompanying Notes are an integral part of these financial statements.

For M M NISSIM & CO LLP	For SASTRI & SHAH
Chartered Accountants	Chartered Accountants
Firm Reg. No. 107122W / W100672	Firm Reg. No. 003643S
N. KASHINATH	C R KUMAR	MADHU P NAINAN	S DHANVANTH KUMAR	VIKRAM TARANATH HOSANGADy	K M MAMMEN
Partner	Partner	Executive Vice President	Company Secretary	Director	Chairman & Managing Director
Mem. No. 036490	Mem. No. 026143	Finance	Chennai	DIN : 09757469	DIN : 00020202
Chennai	Chennai	Chennai		Chennai	Chennai

Dated 7[th] May, 2025

152

==> picture [34 x 34] intentionally omitted <==

Disclosure of Shareholding of Promoter and Promoter Group

SI. No.	Name of the Shareholder	As at 31st March 2025	As at 31st March 2025	% Change during the year as compared to 31st March 2024	As at 31st March 2024	As at 31st March 2024	% Change during the year as compared to 31st March, 2023
		No. of Shares	% of total shares		No. of Shares	% of total shares
1	ACCAMMA KURUVILLA	-	-	-	-	-	(0.05)
2	ADARSH MAMMEN VERGHESE	3030	0.07	-	3030	0.07	0.02
3	ADITH POULOSE MAMMEN	1435	0.03	-	1435	0.03	0.01
4	ADITI MAMMEN GUPTA	4741	0.11	(0.00)	4744	0.11	-
5	AMBIKA MAMMEN	2489	0.06	-	2489	0.06	-
6	AMIT MATHEW	3570	0.08	-	3570	0.08	-
7	AMMU MATHEW	2650	0.06	-	2650	0.06	-
8	ANITA MANI	1821	0.04	(0.00)	1844	0.04	0.01
9	ANNA PHILIP	650	0.02	-	650	0.02	0.01
10	ANNA RAPHAEL	258	0.01	-	258	0.01	-
11	ANNA THOMAS CHACKO	1291	0.03	-	1291	0.03	-
12	ANNAMMA MAMMEN	3755	0.09	-	3755	0.09	-
13	ANNAMMA PHILIP	7550	0.18	(0.09)	11550	0.27	0.06
14	ANNU KURIEN	15195	0.36	-	15195	0.36	(0.01)
15	ARJUN JOSEPH	1850	0.04	-	1850	0.04	-
16	ARUN MAMMEN	27560	0.65	-	27560	0.65	-
17	ASHOK KURIyAN	1871	0.04	-	1878	0.04	-
18	ASHWATHI VARGHESE	9450	0.22	-	9450	0.22	-
19	ASHWATHI JACOB	151	0.00	-	151	0.00	-
20	BADRA ESTATES & INDUSTRIES LIMITED	5805	0.14	-	5805	0.14	(0.02)
21	BEEBI MAMMEN	20237	0.48	-	20237	0.48	-
22	BINA MATHEW	1568	0.04	-	1568	0.04	-
23	BRAGA INDUSTRIES LLP	29457	0.69	-	29457	0.69	-
24	CHALAKUZHy POULOSE MAMMEN	480	0.01	(0.00)	530	0.01	-
25	CHERIAN JACOB	1506	0.04	0.04	-	-	-
26	CHITRA MARIAM MATTHAI	2000	0.05	0.05	-	-	-
27	CIBI MAMMEN	500	0.01	-	500	0.01	-
28	COMPREHENSIVE INVESTMENT AND FINANCE COMPANy PVT LTD	441834	10.42	-	441834	10.42	-
29	DEVON MACHINES PVT LTD	1000	0.02	-	1000	0.02	-
30	ELIZABETH JACOB MATTHAI	-	-	-	-	-	(0.09)
31	GEETHA ZACHARIAH	6113	0.14	-	6113	0.14	-
32	GEETHA MAMMEN MAPPILLAI	250	0.01	-	250	0.01	-
33	GEORGE JACOB	1506	0.04	0.04	-	-	-
34	GEORGE MAMMEN	808	0.02	-	808	0.02	-
35	HANNAH KURIAN	600	0.01	-	600	0.01	-
36	HARSHA MATHEW	2000	0.05	-	2000	0.05	-
37	JACOB MAMMEN	35120	0.83	-	35120	0.83	-

153

SI. No.	Name of the Shareholder	As at 31st March 2025	As at 31st March 2025	% Change during the year as compared to 31st March 2024	As at 31st March 2024	As at 31st March 2024	% Change during the year as compared to 31st March, 2023
		No. of Shares	% of total shares		No. of Shares	% of total shares
38	JACOB MATHEW	20027	0.47	-	20027	0.47	-
39	JACOB MATTHAI	-	-	(0.09)	4000	0.09	0.09
40	JAyANT MAMMEN MATHEW	2190	0.05	-	2190	0.05	-
41	JCEE MANUFACTURING AND SERVICES PVT LTD	19032	0.45	0.04	17316	0.41	0.09
42	JOSEPH KANIANTHRA PHILIPS	1000	0.02	-	1000	0.02	-
43	K C MAMMEN	-	-	(0.21)	9043	0.21	-
44	K K MAMMEN MAPPILLAI	7399	0.17	-	7399	0.17	-
45	K M MAMMEN	16048	0.38	-	16048	0.38	-
46	K S JOSEPH	483	0.01	-	483	0.01	-
47	K Z KURIyAN	650	0.02	-	650	0.02	-
48	KARUN PHILIP	-	-	-	-	-	(0.09)
49	KAVITA PHILIP	3109	0.07	0.07	-	-	-
50	KAVyA VERGHESE	2555	0.06	-	2555	0.06	0.01
51	KIRAN JOSEPH	1850	0.04	-	1850	0.04	-
52	KIRAN KURIyAN	403	0.01	-	403	0.01	-
53	KMMMF PVT TRUST	37522	0.88	-	37387	0.88	-
54	KULANGARA POULOSE PHILIP	500	0.01	-	500	0.01	0.01
55	KURIEN JACOB	1506	0.04	0.04	-	-	-
56	LATHA MATTHEW	5617	0.13	(0.01)	5817	0.14	0.00
57	M A MATHEW	6599	0.16	0.00	6595	0.16	-
58	M M HOUSING PRIVATE LIMITED	179	0.00	-	179	0.00	-
59	M.M.PUBLICATIONS LIMITED	300	0.01	-	300	0.01	-
60	MALINI MATHEW	2000	0.05	-	2000	0.05	-
61	MAMMEN JACOB	3016	0.07	0.07	-	-	-
62	MAMMEN EAPEN	-	-	-	-	-	(0.10)
63	MAMMEN MAPPILLAI INVESTMENTS LTD	1209	0.03	-	1209	0.03	-
64	MAMMEN MATHEW	11015	0.26	-	11015	0.26	-
65	MAMMEN PHILIP	8000	0.19	-	8000	0.19	(0.01)
66	MAMy PHILIP	6050	0.14	-	6050	0.14	(0.02)
67	MARIA MAMMEN	84	0.00	-	84	0.00	-
68	MARIAM MAMMEN MATHEW	100	0.00	-	100	0.00	-
69	MARIEN MATHEW	160	0.00	-	160	0.00	-
70	MARIKA MAMMEN APPIAH	100	0.00	-	100	0.00	-
71	MARy KURIEN	14594	0.34	-	14594	0.34	-
72	MEERA NINAN	6167	0.15	-	6167	0.15	-
73	MEERA PHILIP	23441	0.55	-	23441	0.55	-
74	MEERA MAMMEN	15840	0.37	-	15840	0.37	-
75	MICAH MAMMEN PARAMBI	100	0.00	-	100	0.00	-
76	NISHA SARAH MATTHEW	164	0.00	-	164	0.00	-
77	NITHyA SUSAN MATTHEW	-	-	-	-	-	(0.00)

154

==> picture [34 x 34] intentionally omitted <==

SI. No.	Name of the Shareholder	As at 31st March 2025	As at 31st March 2025	% Change during the year as compared to 31st March 2024	As at 31st March 2024	As at 31st March 2024	% Change during the year as compared to 31st March, 2023
		No. of Shares	% of total shares		No. of Shares	% of total shares
78	OMANA MAMMEN	4711	0.11	-	4711	0.11	0.00
79	PENINSULAR INVESTMENTS PRIVATE LIMITED	124367	2.93	-	124367	2.93	-
80	PETER PHILIP	12538	0.30	-	12538	0.30	-
81	PETER K PHILIPS	-	-	-	-	-	(0.01)
82	PHILIP MATHEW	11762	0.28	-	11762	0.28	-
83	PREMA MAMMEN MATHEW	10881	0.26	-	10881	0.26	-
84	PREMINDA JACOB	98	0.00	-	98	0.00	-
85	RACHEL MATTHAI	2000	0.05	0.05	-	-	-
86	RACHEL KATTUKARAN	15047	0.35	-	15047	0.35	(0.04)
87	RADHIKA MARIA MAMMEN	600	0.01	-	600	0.01	-
88	RAHUL MAMMEN MAPPILLAI	4538	0.11	-	4538	0.11	-
89	RAMANI JOSEPH	2509	0.06	-	2509	0.06	-
90	RANJEET JACOB	28	0.00	-	28	0.00	-
91	REENU ZACHARIAH	517	0.01	-	517	0.01	-
92	RIyAD MATHEW	4520	0.11	-	4520	0.11	-
93	ROHAN MATHEW MAMMEN	1435	0.03	-	1435	0.03	(0.00)
94	ROSHIN VARGHESE	6589	0.16	-	6589	0.16	(0.00)
95	ROy MAMMEN	12439	0.29	-	12439	0.29	-
96	SAMIR THARIyAN MAPPILLAI	4470	0.11	-	4470	0.11	-
97	SARA KURIyAN	1880	0.04	-	1880	0.04	-
98	SARAH CHERIAN TRUST	4950	0.12	-	4950	0.12	-
99	SARAH THOMAS	12033	0.28	(0.01)	12233	0.29	(0.00)
100	SARASU JACOB	13694	0.32	(0.01)	13819	0.33	(0.00)
101	SHANTA MAMMEN	4938	0.12	-	4938	0.12	-
102	SHILPA MAMMEN	6472	0.15	-	6472	0.15	0.05
103	SHIRIN MAMMEN	1450	0.03	-	1450	0.03	-
104	SHONA BHOJNAGARWALA	50	0.00	-	50	0.00	-
105	SHREyA JOSEPH	5120	0.12	-	5120	0.12	-
106	STABLE INVESTMENTS AND FINANCE COMPANy LTD	3964	0.09	-	3964	0.09	-
107	SUSAN ABRAHAM	1016	0.02	-	1016	0.02	0.02
108	SUSAN GEORGE	1509	0.04	0.04	-	-	-
109	SUSAN KURIAN	9137	0.22	-	9137	0.22	-
110	SUSy THOMAS	5278	0.12	-	5278	0.12	-
111	TARA JOSEPH	2975	0.07	-	2975	0.07	(0.00)
112	THANGAM MAMMEN	5481	0.13	-	5481	0.13	(0.01)
113	THE MALAyALA MANORAMA COMPANy LIMITED	6109	0.14	-	6109	0.14	-
114	USHA EAPEN GEORGE	1850	0.04	(0.01)	1950	0.05	0.02
115	VARUN MAMMEN	8706	0.21	-	8706	0.21	-
116	VIKRAM KURUVILLA	109	0.00	-	109	0.00	-
117	ZACHARIAH KURIyAN	3411	0.08	-	3411	0.08	-
Total		1178291			1178035

Note : Figures in brackets represents reduction in percentage change as compared to previous period.

155

MRF LIMITED, CHENNAI	MRF LIMITED, CHENNAI	MRF LIMITED, CHENNAI
CONSOLIDATED CASH FLOW STATEMENT FOR THE yEAR ENDED 31st MARCH 2025			(`Crores)
A. CASH FLOW FROM OPERATING ACTIVITIES : NET PROFIT BEFORE TAX Adjustment for : Depreciation Reversal of Impairment of Financial Assets Unrealised Exchange (Gain) / Loss Provision for Impairment of Assets (other than Financial Assets) Impairment of Financial Assets Finance Cost Government Grant Interest Income Dividend Income Loss on Sale / Disposal of Property,Plant and Equipment Fair Value changes in Investments Fair Value changes in Financial Instruments Gain on Sale of Investments Bad debts written off OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES Trade receivables Other receivables Inventories - Finished Goods Inventories - Raw materials and Others Trade Payable - Import acceptance and Others Provisions Other liabilities CASH GENERATED FROM OPERATIONS Direct Taxes paid NET CASH FROM OPERATING ACTIVITIES	year ended 31.03.2025 2479.00 1653.55 (0.90) (0.33) - 1.58 360.03 (1.55) (112.06) (0.15) 2.44 (225.73) 18.65 (3.54) 0.15 1692.14 4171.14 (463.01) (65.85) (461.77) (694.43) 173.61 (80.23) (119.17) (1710.85) 2460.29 (592.49) 1867.80		year ended 31.03.2024 2787.42 1429.97 (0.56) (1.25) 4.59 1.10 353.01 (1.52) (103.76) (0.26) 10.68 (159.57) 31.51 (0.64) 0.29 1563.59
	(463.01) (65.85) (461.77) (694.43) 173.61 (80.23) (119.17)	4171.14 (1710.85)	(408.61) (97.68) (117.72) (209.81) 215.77 218.56 74.06	4351.01 (325.43)
		2460.29 (592.49)		4025.58 (722.22)
		1867.80		3303.36

156

==> picture [34 x 34] intentionally omitted <==

MRF LIMITED, CHENNAI	MRF LIMITED, CHENNAI	MRF LIMITED, CHENNAI
CONSOLIDATED CASH FLOW STATEMENT FOR THE yEAR ENDED 31st MARCH 2025 (Contd.)			(`Crores)
B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property,Plant and Equipment Proceeds from sale of Property, Plant and Equipment Purchase of Investments Proceeds from sale of Investments Fixed Deposits Others - Placed Fixed Deposits Others - Proceeds Fixed Deposits with Banks - Placed Fixed Deposits with Banks - Proceeds Loans (Financial assets) - given Loans (Financial assets) - repaid Interest Income Dividend income NET CASH (USED IN) INVESTING ACTIVITIES	year ended 31.03.2025 (1308.17) 13.63 (2887.86) 1962.00 - - - 37.57 (27.67) 24.13 103.89 0.15 (2082.33)		year ended 31.03.2024 (2163.50) 1.18 (445.98) 316.31 (288.00) 144.00 (37.61) 0.06 (28.10) 21.51 97.83 0.26 (2382.04)
C. CASH FLOW FROM FINANCING ACTIVITIES (Repayments) / Proceeds from Working Capital Facilities (Net) Repayments of Term Loans Government Grant Deferred payment Credit Payment of Lease Liability Interest paid Dividend Paid NET CASH FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE yEAR Unrealised Gain / (Loss) on Foreign currency Cash & Cash equivalents CASH AND CASH EQUIVALENTS AT THE END OF THE yEAR	919.51 (100.00) 1.55 (1.00) (180.62) (272.62) (84.82)	282.00	(202.55) (150.00) 1.52 (0.88) (152.46) (289.63) (74.22)	(868.22)
	(Refer Note 9) (Refer Note 9)
		67.47 303.07 0.10 370.64		53.10 248.51 1.46 303.07
Note to Consolidated Cash Flow Statement: 1. The above Consolidated Cash Flow Statement has been prepared under the Indirect Method. 2. Reconciliation of Financing Liabilities (Refer Note 11)

This is the Consolidated Cash Flow statement referred to in our report of even date.

For M M NISSIM & CO LLP For SASTRI & SHAH Chartered Accountants Chartered Accountants Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S N. KASHINATH C R KUMAR MADHU P NAINAN S DHANVANTH KUMAR VIKRAM TARANATH HOSANGADy K M MAMMEN Partner Partner Executive Vice President Company Secretary Director Chairman & Managing Director Mem. No. 036490 Mem. No. 026143 Finance Chennai DIN : 09757469 DIN : 00020202 Chennai Chennai Chennai Chennai Chennai Dated 7[th] May, 2025

157

Note 1 – Group Information, Principles of Consolidation, Basis of Preparation, Measurement and Material Accounting Policies.

A) General Information

The Consolidated Financial Statements comprise Financial Statements of MRF Limited (the Holding Company) and its Subsidiaries (collectively, the Group) for the year ended 31st March 2025.

The Group, except for MRF Corp Ltd., a subsidiary company, is engaged interalia in the manufacture of Rubber Products such as Tyres, Tubes, Flaps, Tread Rubber and dealing and or Trading in Rubber and Rubber Chemicals. MRF Corp Ltd., is engaged in the manufacture of specialty coatings.

B) Principles of Consolidation:

The Consolidated Financial Statements comprise of the Financial Statements of the Holding Company and the following Subsidiaries as on 31st March 2025:

Name	Country of incorporation	Proportion of ownership interest	Financial Statement as on	Accounting Period covered for consolidation
MRF Corp Ltd.	India	100%	31st March 2025	1st April 2024 – 31st March 2025
MRF International Ltd.	India	94.66%	31st March 2025	1st April 2024 – 31st March 2025
MRF Lanka Pvt. Ltd.	Sri Lanka	100%	31st March 2025	1st April 2024 – 31st March 2025
MRF SG PTE. LTD.	Singapore	100%	31st March 2025	1st April 2024 – 31st March 2025

The Consolidated Financial Statements comprise the Financial Statements of the Holding Company and its Subsidiaries as at 31st March 2025.

Control is achieved when the Holding Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Holding Company controls an investee if and only if the Holding Company has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee),

• Exposure, or rights, to variable returns from its involvement with the investee, and

• The ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Holding Company has less than a majority of the voting or similar rights of an investee, the Holding Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee.

• Rights arising from other contractual arrangements.

• The Holding Company’s voting rights and potential voting rights.

• The size of the Holding Company’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders.

The Holding Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a Subsidiary begins when the Holding Company obtains control over the Subsidiary and ceases when the Holding Company loses control of the Subsidiary. Assets, liabilities, income and expenses of a Subsidiary acquired or disposed of during the year are included in the Consolidated Financial Statements from the date the Holding Company gains control until the date the Holding Company ceases to control the Subsidiary.

Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If

158

==> picture [34 x 34] intentionally omitted <==

a member of the group uses accounting policies other than those adopted in the Consolidated Financial Statements for like transactions and events in similar circumstances, appropriate adjustments, if material, are made to that group’s Financial Statements in preparing the Consolidated Financial Statements to ensure conformity with the group’s accounting policies.

The Financial Statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent Holding Company, i.e., year ended on 31 March.

Consolidation procedure:

• a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Holding Company with those of its Subsidiaries.

• b) Offset (eliminate) the carrying amount of the Holding Company’s investment in each Subsidiary and the Holding Company’s portion of equity of each Subsidiary.

• c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and Property, Plant and Equipment, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the Consolidated Financial Statements. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the Holding Company of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the Financial Statements of Subsidiaries to bring their accounting policies in line with the Holding Company’s accounting policies.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Holding Company loses control over a Subsidiary, it:

Subsidiary

• Derecognises the carrying amount of any non-controlling interests

• Derecognises the cumulative translation differences recorded in equity

• Recognises the fair value of the consideration received

• Recognises the fair value of any investment retained

• Recognises any surplus or deficit in profit or loss

• Reclassifies the Holding Company’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Holding Company had directly disposed of the related assets or liabilities

C) Basis of preparation of Financial Statements

The material accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented.

• i. Statement of Compliance

The Consolidated Financial Statements have been prepared in accordance with IND AS as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and subsequent amendments thereto.

• ii. Basis of preparation and presentation

The Consolidated Financial Statements have been prepared on historical cost basis considering the applicable provisions of Companies Act 2013, except for the following items that have been measured at fair value as required by relevant IND AS. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

• a) Certain financial assets/liabilities measured at fair value (Refer Note 1 (D 10)) and

• Derecognises the assets (including goodwill) and liabilities of the

159

• b) Any other item as specifically stated in the accounting policy.

The Consolidated Financial Statement are presented in INR and all values are rounded off to Rupees Crores unless otherwise stated.

The group reclassifies comparative amounts, unless impracticable and whenever the group changes the presentation or classification of items in its Financial Statements materially. No such material reclassification has been made during the year. The Consolidated Financial Statements of the Group for the year ended 31st March 2025 were authorised for issue in accordance with a resolution of the directors on 7th May 2025.

iii. Major Sources of Estimation Uncertainty

In the application of accounting policy which are described in para (D) below, the management is required to make judgment, estimates and assumptions about the carrying amount of assets and liabilities, income and expenses, contingent liabilities and the accompanying disclosures that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant and are prudent and reasonable. Actual results may differ from those estimates. The estimates and underlying assumptions are reviewed on ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of revision and future periods if the revision affects both current and future period.

The few critical estimations and judgments made in applying accounting policies are:

Property, Plant and Equipment/Intangible Assets:

Useful life of Property Plant and Equipment are as specified in Schedule II to the Companies Act, 2013 and on certain intangible

assets based on technical advice which considered the nature of the asset, the usage of the asset, expected physical wear and tear, the operating conditions of the asset, anticipated technological changes, manufacturers warranties and maintenance support. The Group reviews the useful life of Property, Plant and Equipment and intangible assets at the end of each reporting period. This reassessment may result in change in depreciation charge in future periods. (Refer Note 1 (D 1))

Impairment of Non-financial Assets:

For calculating the recoverable amount of non-financial assets, the Group is required to estimate the value-in-use of the asset or the Cash Generating Unit and the fair value less costs of disposal. For calculating value in use the Group is required to estimate the cash flows to be generated from using the asset. The fair value of an asset is estimated using a valuation technique where observable prices are not available. Further, the discount rate used in value in use calculations includes an estimate of risk assessment specific to the asset.

Impairment of Financial Assets:

The Group impairs financial assets other than those measured at fair value through profit or loss or designated at fair value through other comprehensive income on expected credit losses. The estimation of expected credit loss includes the estimation of probability of default (PD), loss given default (LGD) and the exposure at default (EAD). Estimation of probability of default apart from involving trend analysis of past delinquency rates include an estimation on forwardlooking information relating to not only the counterparty but also relating to the industry and the economy as a whole. The probability of default is estimated for the entire life of the contract by estimating the cash flows that are likely to be received in default scenario. The lifetime PD is reduced to 12 months PD based on an assessment of past history of default cases in 12 months. Further, the loss given default is calculated based on an estimate of the value of the security recoverable as on the reporting date. The exposure at default

160

==> picture [34 x 34] intentionally omitted <==

is the amount outstanding at the balance sheet date. (Refer Note 1 (D 10))

Defined Benefit Plans:

The cost of the defined benefit plan and other postemployment benefits and the present value of such obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Fair Value Measurement of Financial Instruments:

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. (Refer Note 1 (D 10))

Income Taxes:

Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. (Refer Note 1 (D 9))

In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon

the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the group will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

Leases:

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Group’s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Group concludes that no changes are required to lease period relating to the existing lease contracts. (Refer Note 1 (D 4)).

Allowance for credit losses on receivables:

The Group determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Group considered

161

current and anticipated future economic conditions relating to industries the Group deals with and the countries where it operates. In calculating expected credit loss, the Group has also considered credit reports and other related credit information for its customers to estimate the probability of default in future.

D) Material Accounting Policies:

Ind AS 1 was amended vide notification no G.S.R.242(E) dated 31st March 2023 to require disclosure of Material Accounting Policy information from accounting periods beginning on or after 1 April 2023 instead of significant accounting policy disclosure by amending paragraph 117, inserting paragraphs 117A to 117E and deleting paragraphs 118 to 121. Paragraph 117 of Ind AS 1 states when an information on accounting policy is considered as ‘Material Accounting Policy information’ as follows:

Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements.

Each of the policy disclosed herein below has been tested to determine whether the information disclosed is Material Accounting Policy information.

1) Property, Plant and Equipment (PPE)

The Group has elected to continue with the carrying value of Property, Plant and Equipment (‘PPE’) recognised as of the transition date, measured as per the Previous GAAP and use that carrying value as its deemed cost.

Property, Plant and Equipment are stated at cost less accumulated depreciation and accumulated impairment losses except for freehold land which is not amortised. Any gain or loss arising on derecognition of an item of Property, Plant and Equipment is determined as the difference between the net disposal proceeds and the carrying amount of the asset and is recognized in profit or loss with other income or other expense line item on net basis, respectively.

The depreciable amount of an asset is determined after deducting its residual value. Depreciation on the Property, Plant and Equipment, is provided over the useful life of assets based on management estimates which is in line with the useful life indicated in Schedule II to the Companies Act, 2013. Depreciation on all assets except Renewable Energy Saving Devices is provided on Straight Line Basis whereas depreciation on renewable energy saving devices is provided on reducing balance basis. Given below are the estimated useful lives for each class of Property, Plant and Equipment:

Description of the Asset	Estimated Useful life(On Single shift working)
Tangible(Owned Assets) :
Building – Factory - Other than factorybuildings	30 years 60 years
Plant and Equipment	5-21 years
Moulds	6 years
Furniture and Fixtures	5 years
Computer Servers	5 years
Computers	3 years
Office Equipment	5 years
Other Assets, viz., Electrical Fittings, Fire Fighting/ Other Equipments and Canteen Utensils	8-10 years
Renewable EnergySavingDevice – Windmills	22 years
Vehicles	7 years
Aircraft	10 and 20 years
Right of Use Assets(Leased Assets) :
- Buildings-Other than factorybuildings	1-21 years
- Vehicles	2 years
- Land – Leasehold	Primary period of lease
Intangible(Owned Assets):
Software	5 years

162

==> picture [34 x 34] intentionally omitted <==

In respect of Property, Plant and Equipment of MRF Lanka Pvt. Ltd. and MRF SG PTE. LTD. depreciation is provided on straight line method based on management estimate of useful life of assets based on internal technical evaluation, except for certain Property, Plant and Equipment namely Building, Plant and Machinery, Moulds and Equipments of MRF Lanka Pvt Ltd, which are depreciated on Written Down Value method. The proportion of depreciation of the Subsidiaries to the total depreciation of the group is not material.

2) Intangible Assets:

Intangible assets acquired separately are measured on initial recognition at cost. After initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

Software (not being an integral part of the related hardware) acquired for internal use are treated as intangible assets.

Any gain or loss arising on derecognition of an intangible asset is determined as the difference between the net disposal proceeds and the carrying amount of the asset and is recognized in profit or loss with other income or other expense line item on net basis, respectively.

Intangible Assets are amortised on straight-line method over the estimated useful economic life of the assets over 5 years.

The Group undertakes Research and Development activities for development of new and improved products. The Group recognises all expenditure incurred during the research phase in the profit or loss whereas the expenditure incurred in development phase are presented as Intangible Assets under Development till the time they are available for use in the manner intended at which moment they are treated as Intangible Assets and amortised over their estimated useful life.

3) Inventories:

Inventories consisting of stores and spares, raw materials, work in progress, stock in trade and finished goods are measured

at lower of cost and net realisable value. However, materials held for use in production of inventories are not written down below cost, if the finished products are expected to be sold at or above cost.

The cost is computed on FIFO basis except for stores and spares which are on daily moving Weighted Average Cost basis.

Inventory obsolescence is based on assessment of the future uses. Obsolete and slow-moving items are subjected to continuous technical monitoring.

4) Leases:

The Group as a lessee

The Group’s lease asset classes primarily consist of leases for land, buildings and vehicles. The Group assesses whether a contract contains a lease, at inception of a contract.

At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (shortterm leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Lease term includes extension or termination options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost and subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted

163

using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes its assessment of whether it will exercise an extension or a termination option.

5) Government Grants:

The grant relating to export benefits is presented under other income on a systematic basis in the Profit or Loss over the periods necessary to match them with the related costs, which they are intended to compensate. Subsidies received from State Government are presented under other operating income. Where the grant relates to an asset under EPCG Scheme, it is presented as a deferred income aggregated under other liabilities in Balance Sheet and presented under other income in equal amounts over the expected useful life of the related asset. Where the assets have been fully depreciated with no future related cost, the grant is recognised in profit or loss.

When loans or similar assistance are provided by governments or related institutions, with an interest rate below the current applicable market rate, it is regarded as a government grant. The loan or assistance is initially recognised and measured at fair value and the government grant is measured as the difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently measured as per the accounting policy applicable to financial liabilities in respect of loans/assistance received subsequent to the date of transition.

6) Provisions, Contingent Liabilities and Contingent Assets:

Provisions are recognized when there is a present legal or constructive obligation as a result of a past event and it is probable (i.e. more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provision for separate sales related obligations (warranty) is made for probable future claims on sales effected and are estimated based on previous claim experience on a scientific basis. This provision is revised annually.

Contingent liabilities are disclosed on the basis of judgment of management / independent experts. These are reviewed at each balance sheet date and are adjusted to reflect the current management estimate.

7) Revenue Recognition:

The Group derives revenues primarily from sale of goods comprising of Automobile Tyres, Tubes, Flaps, Tread Rubber and Speciality Coatings.

Revenue from contract with customers is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Group expects to receive in exchange for those products or services.

Revenue from the sale of goods is recognised at the point in time when control is transferred to the customer.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of turnover/product/prompt payment discounts and schemes offered by the Group as part of the contract with the customers. When the level of discount varies with increase in levels of revenue transactions, the Group recognises the liability based on its estimate of the customer’s future purchases using expected value method. The Group recognises changes in the estimated amounts of obligations for discounts in the period in which the change occurs. The Holding Company considers certain other commitments in the contract that are separate sales related performance obligations and claims preferred during the year against such contractual obligations are netted off from Revenue, consistent with its past practice. Revenue also excludes taxes collected from customers.

164

==> picture [34 x 34] intentionally omitted <==

Revenue in excess of invoicing is classified as contract assets while invoicing in excess of revenues are classified as contract liabilities.

Use of significant judgements in Revenue Recognition:

• Judgement is required to determine the transaction price for the contract. The transaction price could be either a fixed amount of consideration or variable consideration with elements such as turnover/product/prompt payment discounts. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period.

• The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer.

8) Employee Benefits:

a) Short term Employee Benefits:

All employee benefits payable wholly within twelve months of rendering services are classified as short-term employee benefits. Benefits such as salaries, wages, short-term compensated absences and performance incentives, are recognised during the period in which the employee renders related services and are measured at undiscounted amount expected to be paid when the liabilities are settled.

b) Long Term Employee Benefits:

The cost of providing long term employee benefit such as earned leave is measured as the present value of expected future payments to be made in respect of services provided by employees upto the end of the reporting period. The expected costs of the benefit is accrued over the period of employment using the same methodology as used for defined benefits post employment plans. Actuarial gains and losses arising from the experience adjustments and changes in actuarial assumptions are charged or credited to profit or loss section of the Statement of Profit or Loss in the period in which they arise except those included in cost of assets as permitted. The benefit is measured annually by independent actuary.

c) Post Employment Benefits:

The Group provides the following post employment benefits:

• i) Defined benefit plans such as gratuity, trust managed Provident Fund and post-retirement medical benefit (PRMB); and

• ii) Defined contribution plans such as provident fund, pension fund and superannuation fund.

d) Defined benefits Plans:

The cost of providing benefits on account of gratuity and post retirement medical benefits / obligations are determined using the projected unit credit method on the basis of actuarial valuation made at the end of each balance sheet date.

Re-measurements comprising of actuarial gains and losses arising from experience adjustments and change in actuarial assumptions, the effect of change in assets ceiling (if applicable) and the return on plan asset (excluding net interest) are recognised in other comprehensive income (OCI) except those included in

165

cost of assets as permitted in the period in which they occur. Re-measurements are not reclassified to the Profit or Loss in subsequent periods.

Eligible employees of the Group receive benefits from a provident fund trust which is a defined benefit plan. Both the eligible employee and the Group make monthly contributions to the provident fund plan equal to a specified percentage of the covered employees salary. The Group contributes a part of the contribution to the provident fund trusts. The trusts invests in specific designated instruments as permitted by Indian Law. The remaining portion is contributed to the Government Administered Pension Fund. The rate at which the annual interest is payable to the beneficiaries by the trusts is administered by the Government. The Group has obligation to make good the shortfall, if any, between the return from investments of the Trusts and the notified interest rate. However, as at the year-end no shortfall remains unprovided for.

e) Defined Contribution Plans:

Payments to defined contribution retirement benefit plans, viz., Provident Fund for certain eligible employees, Pension Fund and Superannuation benefits are recognised as an expense when employees have rendered the service entitling them to the contribution.

9) Taxes on Income:

Income tax expense represents the sum of tax currently payable and deferred tax. Tax is recognised in the profit or loss section of the Statement of Profit and Loss, except to the extent that it relates to items recognised directly in equity or in other comprehensive income.

a) Current Tax:

Current tax is the expected tax payable/ receivable on the taxable income/ loss for the year using applicable tax rates under the relevant tax laws for the relevant period, and any adjustment to taxes in respect of previous years.

Interest expenses and penalties, if any, related to income tax are included in finance cost and other expenses respectively. Interest Income, if any, related to Income tax is included in Other Income.

b) Deferred Tax:

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences, unabsorbed losses and unabsorbed depreciation to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unabsorbed losses and unabsorbed depreciation can be utilised.

The deferred tax assets (net) and deferred tax liabilities (net) are determined separately for the parent and for each subsidiary in the Group, as per their applicable Laws and then aggregated.

10) Financial Instruments:

Financial Assets

A financial asset inter-alia includes any asset that is cash, equity instrument of another entity or contractual rights to receive cash or another financial asset or to exchange financial asset or financial liability under condition that are potentially favourable to the Company.

Financial assets other than investment in subsidiaries

Financial assets of the Group comprise trade receivable, cash and cash equivalents, Bank balances, Investments in equity shares of companies other than in subsidiaries, Investment in units of Mutual Funds, loans/Debt instrument/advances to employee / related parties / others, security deposit, fixed deposits, claims recoverable etc.

166

==> picture [34 x 34] intentionally omitted <==

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. However, Trade receivables that do not contain a significant financing component are measured at Transaction Price. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Subsequent measurement

For purposes of subsequent measurement financial assets are classified in three categories:

• Financial assets measured at amortized cost

• Financial assets at fair value through OCI – Debt Instruments

• Financial assets at fair value through profit or loss

Financial assets measured at amortized cost

Bank deposits and Export benefits receivable are measured at amortised cost. Financial assets are measured at amortized cost if the financials asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These financials assets are amortized using the effective interest rate (EIR) method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the profit or loss.

Financial assets at fair value through OCI (FVTOCI)

Investment in Debt instruments are measured at FVTOCI. Financial assets are mandatorily measured at fair value through other comprehensive income if the financial asset is

held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

At initial recognition, an irrevocable election is made (on an instrument-by-instrument basis) to designate investments in equity instruments other than held for trading purpose at FVTOCI. Fair value changes relating to financial assets measured at FVTOCI are recognised in the other comprehensive income (OCI). On derecognition of the financial asset other than equity instruments, cumulative gain or loss previously recognised in OCI is reclassified to Profit or Loss.

Financial assets at fair value through profit or loss (FVTPL)

Any financial asset that does not meet the criteria for classification as at amortized cost or as financial assets at fair value through other comprehensive income, is classified as financial assets at fair value through profit or loss.

Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

Impairment of financial assets

The Group assesses impairment based on expected credit loss (ECL) model on the following:

• Financial assets that are measured at amortised cost.

• Financial assets (excluding equity instruments) measured at fair value through other comprehensive income (FVTOCI).

ECL is measured through a loss allowance on a following basis after considering the value of recoverable security:-

• The 12 month expected credit losses (expected credit losses that result from those default events on the

167

financial instruments that are possible within 12 months after the reporting date)

• Full life time expected credit losses (expected credit losses that result from all possible default events over the life of financial instruments)

The Group follows ‘simplified approach’ for recognition of impairment on trade receivables or contract assets resulting from normal business transactions. The application of simplified approach does not require the Group to track changes in credit risk. However, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, from the date of initial recognition.

For recognition of impairment loss on other financial assets, the Group determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has increased significantly, lifetime ECL is provided. For assessing increase in credit risk and impairment loss, the Group assesses the credit risk characteristics on instrument-by-instrument basis.

Impairment loss allowance (or reversal) recognised during the period is recognised as expense/income in profit and loss.

Financial Liabilities

The Group’s financial liabilities includes borrowings, trade payable, lease liabilities, accrued expenses and other payables.

Initial recognition and measurement

All financial liabilities at initial recognition are classified as financial liabilities at amortized cost or financial liabilities at fair value through profit or loss, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Financial Liabilities classified as Amortised Cost:

All Financial Liabilities other than derivatives are measured at amortised cost. Interest expense that is not capitalised as part

of costs of assets is included as Finance costs in Profit or Loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged / cancelled / expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.

Derivatives

Derivative instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged and the type of hedge relationship designated. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument and is recognised in Other Comprehensive Income (OCI). Cash flow hedges are reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged expected future cash flows affect profit or loss. If hedge of a forecast transaction results in the recognition of a non-financial asset or a non-financial liability, then the gain or loss that are accumulated in the cash flow hedge reserve is recognised in the initial cost or other carrying amount of the asset or liability ( this is also referred to as “Basis Adjustment”).

E) Recent accounting pronouncements:

Ministry of Corporate Affairs (‘MCA’) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31st March 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Holding Company and Subsidiary Companies incorporated in India.

168

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
(`Crores)
NOTE 2 (a) :Property, Plant and Equipment												NOTE 2 (d) INTANGIBLES
Particulars	Land Freehold	Buildings	Plant and equipment	Furniture and fixtures	Vehicles	Air Craft	Office equipment	Computers	Moulds	Other Assets	Total	Computer Software
Gross Block
Carrying Value as at 31st March 2023	583.06	3582.45	10104.70	39.09	70.07	83.98	45.55	66.82	927.77	526.81	16030.30	71.66
Additions	23.21	604.32	2124.72	4.05	18.19	-	4.63	13.98	198.44	96.79	3088.33	10.41
Disposals	(0.04)	(1.44)	(25.85)	(0.77)	(1.57)	-	(1.04)	(1.23)	(14.23)	(9.80)	(55.97)	-
Carrying Value as at 31st March 2024	606.23	4185.33	12203.57	42.37	86.69	83.98	49.14	79.57	1111.98	613.80	19062.66	82.07
Additions	5.72	430.06	1887.74	8.04	13.31	-	4.88	13.37	151.50	92.93	2607.55	5.78
Disposals	-	(11.02)	(16.47)	(1.08)	(3.32)	-	(1.10)	(2.29)	(17.20)	(11.46)	(63.94)	(0.03)
Carrying Value as at 31st March 2025	611.95	4604.37	14074.84	49.33	96.68	83.98	52.92	90.65	1246.28	695.27	21606.27	87.82
Depreciation Block
Accumulated depreciation / Amortisation as at 31st March 2023	-	568.41	4963.87	26.64	35.72	28.06	33.30	45.22	529.21	317.82	6548.25	45.72
Depreciation / Amortisation for theyear	-	123.34	968.07	5.12	8.71	5.91	5.15	11.30	125.79	50.91	1304.30	10.61
Disposals	-	(0.30)	(24.18)	(0.55)	(1.41)	-	(1.04)	(1.23)	(14.06)	(9.34)	(52.11)	-
Accumulated depreciation / Amortisation as at 31st March 2024	-	691.45	5907.76	31.21	43.02	33.97	37.41	55.29	640.94	359.39	7800.44	56.33
Depreciation / Amortisation for theyear	-	137.43	1144.31	5.14	8.30	5.91	4.73	12.37	140.56	46.45	1505.20	10.19
Disposals	-	(2.31)	(12.68)	(0.92)	(1.29)	-	(1.10)	(2.29)	(16.98)	(10.91)	(48.48)	(0.03)
Accumulated depreciation / Amortisation as at 31st March 2025	-	826.57	7039.39	35.43	50.03	39.88	41.04	65.37	764.52	394.93	9257.16	66.49
Net Block
As at 31st March 2024	606.23	3493.88	6295.81	11.16	43.67	50.01	11.73	24.28	471.04	254.41	11262.22	25.74
As at 31st March 2025	611.95	3777.80	7035.45	13.90	46.65	44.10	11.88	25.28	481.76	300.34	12349.11	21.33

Note:

1. Freehold land includes agricultural land - 0.12 Crores (31st March, 2024 - 0.12 Crores ).

2. Other assets represents Electrical Fittings, Fire Fighting/Other Equipments and Canteen Utensils.

3. The amount of Borrowing Cost capitalised during the year ended 31st March, 2025 - 5.89 Crores (31st March, 2024 - 9.90 Crores.)

4. Capital expenditure on Research and Development during the year - 20.79 Crores (31st March, 2024 55.73 Crores)

5. Title deeds of Freehold Land are held in the name of the Company. Title deeds in respect of Buildings which are constructed on company’s Freehold Land is based on documents constituting evidence of legal ownership of the Buildings.

169

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Note 2(b) : Capital Work-in-Progress	1168.63	2384.53
Movement in Capital Work-in-Progress (CWIP)	As at	As at
	31.03.2025	31.03.2024
Opening Balance	2384.53	3045.86
Add : Additions	1397.43	2437.41
Less : Capitalisation	(2613.33)	(3098.74)
Closing Balance	1168.63	2384.53

	(`Crores)
Capital Work-in-Progress (CWIP) Ageing schedule	Amount in CWIP for aperiod of Total Less than 1year 1-2 years 2-3 years More than 3 years
Projects in progress	735.43 260.28 81.69 88.55 1165.95 (1431.58) (744.37) (126.95) (78.06) (2380.96)
Projects temporarily suspended	- - - 2.68 2.68 (0.78) (0.11) (-) (2.68) (3.57)

Figures in brackets are in respect of Previous year

Note:

There were no material projects which have exceeded their original planned cost and timelines.

170

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 2(c): Right of Use Assets	(`Crores)
Particulars	Land	Buildings	Vehicles	Total
Gross Block
Carrying Value as at 31st March 2023	100.95	709.81	60.19	870.95
Additions	0.12	319.32	-	319.44
Disposals	-	(107.97)	-	(107.97)
Carrying Value as at 31st March 2024	101.07	921.16	60.19	1082.42
Additions	-	280.41	-	280.41
Disposals	-	(134.15)	-	(134.15)
Carrying Value as at 31st March 2025	101.07	1067.42	60.19	1228.68
Depreciation Block
Accumulated depreciation / Amortisation as at 31st March 2023	6.58	216.45	37.94	260.97
Depreciation / Amortisation for theyear	1.09	105.52	8.45	115.06
Disposals	-	(51.87)	-	(51.87)
Accumulated depreciation / Amortisation as at 31st March 2024	7.67	270.10	46.39	324.16
Depreciation / Amortisation for theyear	1.09	128.07	8.99	138.15
Disposals	-	(83.97)	-	(83.97)
Accumulated depreciation / Amortisation as at 31st March 2025	8.76	314.20	55.38	378.34
Net Block
As at 31st March 2024	93.40	651.06	13.80	758.26
As at 31st March 2025	92.31	753.22	4.81	850.34

Note:

1. The Group has incurred 32.96 crores (Previous year 33.97 crores )for the year ended 31st March, 2025 towards expenses relating to short-term leases and leases of low-value assets (Refer Note 23). The total cash outflow for leases is 213.58 crores (Previous year - 186.43 crores) for the year ended 31st March, 2025, including cash outflow of short-term leases and leases of low-value assets. Interest on lease liabilities is 77.68 crores (Previous year 65.85 crores) for the year ended 31st March,2025 (Refer Note 22).

2. The Group’s leases mainly comprise of land,buildings and Vehicles. The Group mainly leases land and buildings for its manufacturing, warehouse facilities and sales offices. The Company also has leased vehicles for its Goods Transportation.

3.	Maturityanalysis of lease liabilities (`Crores)
	Maturity Analysis - Contractual discounted cash flows 31.03.2025 31.03.2024
	Less than 1 year 110.95 91.19 1-5 years 470.44 372.85 More than 5 years 284.87 282.34
	Total discounted lease liabilities as at 31 March 866.26 746.38

171

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 3: INVESTMENTS		(`Crores)
Particulars	As at	As at
	31.03.2025	31.03.2024
Non-Current Investments
Fully Paid-up
Quoted
Equity Shares (at fair value through Profit or Loss )	20.20	16.74
In Debt Instruments- Bonds (at fair value through OCI )	1114.55	1104.18
Others: (at fair value through Profit or Loss)*	0.07	0.07
* Note: The Holding Company had invested in Co-operative Societies and in certain other companies towards the corpus.
These are non participative shares and normally no dividend is accrued. The Holding Company has carried these
investments at its transaction value consideringit to be its fair value.
Total	1134.82	1120.99
Aggregate Market Value of Quoted Investments	1134.75	1120.92
Aggregate Amount of Unquoted Investments	0.07	0.07
Grand Total	1134.82	1120.99
Current Investments
Fully paid up - Unquoted
In Debt and Arbitrage Mutual Fund Units: (at fair value through Profit or Loss )
Income Plan: Growth Option	3413.42	2261.98
Aggregate Amount of Unquoted Investments	3413.42	2261.98
Grand Total	3413.42	2261.98

NOTE 4: LOANS(Unsecured, consideredgood)	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Loans to employees	7.67 4.17 5.02 5.83
Total	7.67 4.17 5.02 5.83

172

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025 NOTE 5: OTHER FINANCIAL ASSETS (Crores) Crores) Crores)

(Crores) Crores) Crores)

NOTE 5: OTHER FINANCIAL ASSETS	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Carried at Amortised cost : Bank deposits with more than 12 months maturity Export Benefits receivables Interest Accrued on Loans,Deposits etc Fixed Deposits Others Carried at Fair value: Derivative Financial Assets (FVTOCI ) Derivative Financial Assets (FVTPL) Security Deposits (FVTPL) Deposits (FVTPL)	2.70 2.75 - - - - 0.98 1.27 - - 47.48 41.65 - - 144.00 144.00 - - - 3.34 - - 0.19 0.40 1.31 1.32 - - 27.58 24.59 - -
Total	31.59 28.66 192.65 190.66

NOTE 6: OTHER ASSETS

(` Crores)

	Non-Current Current	Non-Current Current	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Capital Advances Advances other than capital advances; Deposits Less : Allowance for Doubtful deposits Advances to Employees		97.29 163.09 - 163.09 -	209.97 - - 149.28 - - (4.59) - - 144.69 - - - 37.93 26.81
Sub Total		260.38	354.66 37.93 26.81
Others Balance with statutory authorities Advances recoverable in cash or kind Salary and wage advance Prepaid Expenses Others		- 6.20 - - -	- 0.65 0.61 6.16 221.12 191.34 - 5.20 11.57 - 63.28 53.31 - 85.61 81.52
Sub Total		6.20	6.16 375.86 338.35
Total		266.58	360.82 413.79 365.16

173

NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTE 7: INVENTORIES (Valued at lower of Cost and Net Realisable Value)

NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 7: INVENTORIES(Valued at lower of Cost and Net Realisable Value)		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Raw Materials	1819.83	1345.16
Raw Materials in transit	140.40	119.69
Work-in-progress	581.65	452.85
Finished goods	2549.37	2087.60
Stock-in-trade	32.38	32.64
Stores and spares	501.15	430.64
Total	5624.78	4468.58
NOTE 8: TRADE RECEIVABLES		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Trade receivables
Secured, considered good	1987.39	1829.07
Unsecured, considered good	1382.86	1082.89
Trade Receivables - credit impaired	4.39	3.71
Less: Expected Credit Lossprovision(Refer Note 24(B)ii)	(4.39)	(3.71)
Total	3370.25	2911.96

Note: The Group has used a practical expedient for computing expected credit loss allowance for trade receivables, taking into account historical credit loss experience and accordingly, provisions are made for expected credit loss for amounts due from customers where necessary.

174

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLDIATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
Trade Receivables Ageing Schedule	(`Crores)
Particulars	Outstanding for following periods from due date of payment Total Less than 6 months 6 months -1 year 1-2 years 2-3 years More than 3 years
(i) Undisputed Trade Receivables — considered good	393.01 15.30 - - - 408.31 (269.34) (5.31) (-) (-) (-) (274.65)
(ii) Undisputed Trade Receivables — credit impaired	- 1.58 0.81 0.23 1.09 3.71 (-) (1.00) (0.43) (0.25) (2.03) (3.71)
(iii) Amount Not Due	2961.94 (2637.31)
Total Gross	3373.96 (2915.67)
Allowance for Expected Credit Loss	3.71 (3.71)
Total	3370.25 (2911.96)

Figures in brackets are in respect of Previous year

NOTE 9: CASH AND CASH EQUIVALENTS (as per Cash Flow Statement)		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Balances with Banks
- In Current accounts	150.23	246.33
- In Term deposits with original maturity of less than 3 months	180.04	15.31
Cheques, drafts on hand; and	39.60	40.65
Cash on hand	0.77	0.78
Total	370.64	303.07
NOTE 10: BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Deposits with original maturity of more than 3 months, but less than 12 months	-	37.52
Others:
Unclaimed Dividend Account	2.44	2.29
Unspent CSR Account	3.41	2.50
Total	5.85	42.31

175

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 11: BORROWINGS		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
NON CURRENT (AT AMORTISED COST)
Secured
Softloan from SIPCOT	74.44	72.89
Unsecured
Debentures;
Floating Rate linked to 6 month T Bill- 15000 Nos Unsecured Redeemable Non Convertible Debentures of	-	150.00
`1,00,000/- each.
Term loans from Banks;
Rupee Term Loan	299.99	499.99
Others
Deferredpayment liabilities	-	1.23
Sub - Total	374.43	724.11
CURRENT (AT AMORTISED COST)
Secured
Loans repayable on demand
- from banks	557.00	714.00
Interest accrued on above	0.56	1.57
Unsecured
Loans repayable on demand	1603.21	526.71
Interest accrued on above	15.15	3.51
Current maturities of long-term debt	351.22	100.99
Interest accrued on above	3.33	4.23
Sub- Total	2530.47	1351.01
Total	2904.90	2075.12

Note: Security and terms of repayment in respect of above borrowings are detailed in Note 25 (f) and (g).

176

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
NOTE 11: BORROWINGS NOTE 11: BORROWINGS(Contd.)			(`Crores)
		As at	As at
		31.03.2025	31.03.2024
Reconciliation of Financing Liabilities : -
Opening balance
-	Soft Loan from SIPCOT	72.89	71.37
-	Debentures	150.00	150.00
-	Term Loan from Banks	499.99	599.99
-	Deferred Payment Credit	1.23	2.22
-	Loans repayable on Demand (Secured and Unsecured)	1240.71	1443.26
-	Current maturities of long term debt	100.99	150.88
-	Interest accrued on debt	9.31	11.78
-	Lease Liability	746.38	584.11
Total- A		2821.50	3013.61
a) Cash flow movements
-	(Repayments) / Proceeds from Working Capital Facilities (Net)	919.51	(202.55)
-	Repayment of Term Loans	(100.00)	(150.00)
-	Repayment of Deferred Payment Credit	(1.00)	(0.88)
-	Payment of Lease Liability	(180.62)	(152.46)
-	Interest paid	(272.62)	(289.63)
b) Non-cash movements
-	Effect of amortization of loan origination costs	1.55	1.52
-	Lease Liability	300.49	314.73
-	Interest accrued during the year	282.35	287.16
Total- B		949.66	(192.11)
Closing Balance (A+B)		3771.16	2821.50
Closing Balance Break Up
-	Soft Loan from SIPCOT	74.44	72.89
-	Debentures	-	150.00
-	Term Loan from Banks	299.99	499.99
-	Deferred Payment Credit	-	1.23
-	Loans repayable on Demand (Secured and Unsecured)	2160.21	1240.71
-	Current maturities of long term debt	351.22	100.99
-	Interest accrued on debt	19.04	9.31
-	Lease Liability	866.26	746.38

177

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTE 12: PROVISIONS	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Provision for employee benefits Sales related obligations (Warranty) Provision for EPR Others	65.18 61.01 45.57 81.61 169.90 149.01 265.23 209.44 - - 11.62 144.50 50.21 49.67 21.95 11.50
Total	285.29 259.69 344.37 447.05

NOTE 13:	DEFERRED TAX LIABILITIES -(NET)		(`Crores)
		As at	As at
		31.03.2025	31.03.2024
Deferred Tax Liabilities:
-	Arising on account of difference in carrying amount and tax base of PPE and Intangibles	472.31	455.49
-	Unrealised gain/(loss) on FVTPL Debt and Arbitrage Mutual Funds	75.14	81.26
-	On Right of Use Asset	190.78	167.33
-	Other adjustments	18.16	16.80
Sub-Total		756.39	720.88
Deferred Tax Asset:
-	Accrued Expenses allowable on Actual Payments	35.05	31.02
-	Unrealised loss on FVTOCI Debt Instruments	2.99	5.78
-	On remeasurements of defined benefit plans	34.77	34.29
-	On revaluation of designated cash flow hedges	3.16	0.01
-	On Lease Liability	217.98	187.81
-	Unrealised loss on FVTPL Debt and Arbitrage Mutual Funds	0.05	-
Sub-Total		294.00	258.91
Total		462.39	461.97

178

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025
COMPONENTS OF DEFERRED TAX LIABILITy (NET) (`Crores)
Particulars	As at 31.03.2025				As at 31.03.2024
	Opening Balance	Recognised in Profit and Loss	Recognised in Other Comprehensive Income	Closing Balance	Opening Balance	Recognised in Profit and Loss	Recognised in Other Comprehensive Income	Closing Balance
Tax effect of items constituting Deferred Tax Liabilities Depreciation and amortisation Unrealised gain on FVTPL Debt and Arbitrage Mutual Funds On Right of Use Asset Others	455.49 81.26 167.33 16.80	16.82 (6.12) 23.45 1.36	- - - -	472.31 75.14 190.78 18.16	427.55 45.29 129.94 14.04	27.94 35.97 37.39 2.76	- - - -	455.49 81.26 167.33 16.80
Gross Deferred Tax Liabilities(a)	720.88	35.51	-	756.39	616.82	104.06	-	720.88
Tax effect of items constituting Deferred Tax Assets Accrued expenses allowable on actual payments Unrealised loss on FVTOCI Debt Instruments On Remeasurement of Defined Benefit Plans On revaluation of designated cash flow hedges Unrealised loss on FVTOCI Debt Instruments On Lease liability Gross Deferred Tax Assets(b)	31.02 5.78 34.29 0.01 - 187.81 258.91	4.03 - - - 0.05 30.17 34.25	- (2.79) 0.48 3.15 - - 0.84	35.05 2.99 34.77 3.16 0.05 217.98 294.00	42.35 7.98 28.48 6.38 - 147.00 232.19	(11.33) - - - - 40.81 29.48	- (2.20) 5.81 (6.37) - - (2.76)	31.02 5.78 34.29 0.01 - 187.81 258.91
Net Deferred Tax Liability (a - b)	461.97	1.26	(0.84)	462.39	384.63	74.58	2.76	461.97

179

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

NOTE 14: OTHER LIABILITIES	(`Crores)
	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Contract Liabilities Others ; Dealers' Security Deposit Retention Money Statutory Dues Deferred Income Others	- - 25.01 34.50 - - 2075.68 1910.55 22.84 89.09 162.41 200.64 - - 429.38 453.83 217.08 244.96 34.94 31.42 1.44 1.23 26.75 21.83
Total	241.36 335.28 2754.17 2652.77

Movement of contract liabilities is as under;

Movement of contract liabilities is as under;		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
As at beginning of the year	34.50	35.09
Recognised as revenue from contracts with customers	(32.94)	(33.50)
Advance from customers received duringtheyear	23.45	32.91
Balance at the close of theyear	25.01	34.50

NOTE 15: TRADE PAyABLES

(` Crores)

NOTE 15: TRADE PAyABLES		(`Crores)
	As at	As at
	31.03.2025	31.03.2024
Outstanding dues of Micro and Small Enterprises	37.74	32.77
Outstandingdues of Creditors other than Micro and Small Enterprises	2784.26	2620.01
Total	2822.00	2652.78
Of the above;
- Acceptances	416.47	392.18

180

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2025

Trade Payables ageing schedule

(` Crores)

Trade Payables ageing schedule	(`Crores)
Particulars	Outstanding for following periods from due date ofpayment Total Less than 1year 1-2years 2-3years More than 3years
(i) MSME	14.72 0.06 0.01 - 14.79 (4.41) (0.05) (-) (-) (4.46)
(ii) Others	292.35 27.96 0.04 2.47 322.82 (411.65) (2.87) (0.29) (13.75) (428.56)
(iii) Amounts not due	2484.39 (2219.76)

Figures in brackets are in respect of Previous year.

NOTE 16: OTHER FINANCIAL LIABILITIES

(` Crores)

	Non-Current Current
	As at 31.03.2025 As at 31.03.2024 As at 31.03.2025 As at 31.03.2024
Employee benefits Carried at Amortised Cost : Unclaimed dividends Liabilities for expenses Others Carried at Fair Value : Derivative Financial Liabilities (FVTOCI ) Derivative Financial Liabilities(FVTPL)	- - 140.71 129.21 - - 2.44 2.29 - - 107.88 77.74 - - 130.16 301.68 - - 9.21 - - - 0.91 -
Total	- - 391.31 510.92

181

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTE 17: REVENUE FROM OPERATIONS		(`Crores)
	year Ended	year Ended
	31.03.2025	31.03.2024
Revenue from Contracts with Customers :
Sale of Goods (Refer note 25 e)	27943.28	24979.17
Sale of Services	31.23	31.64
Other Operating Revenues:
Scrap Sales	170.85	151.12
Subsidy from State Government	7.35	7.28
Miscellaneous	0.47	-
Total	28153.18	25169.21

The management determines that the segment information reported is sufficient to meet the disclosure objective with respect to disaggregation of revenue under IND AS 115 “Revenue from contracts with customers”. Hence no separate disclosure of disaggregate revenues are reported.(refer note 25 e) Reconciliation of revenue recognised with the contracted price is as follows:

Reconciliation of revenue recognised with the contracted price is as follows:
		(`Crores)
	year Ended	year Ended
	31.03.2025	31.03.2024
Gross Sales (Contracted Price)	29162.77	26095.64
Reductions towards variable consideration (Product,Turnover and Prompt payment discount)	(552.17)	(511.04)
Claimspreferred against obligation(Note 1(D-7))	(457.42)	(415.39)
Revenue recognised	28153.18	25169.21

182

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTE 18: OTHER INCOME		(`Crores)
	year Ended	year Ended
	31.03.2025	31.03.2024
Interest Income	112.06	103.76
Dividend Income from Non Current Investment	0.15	0.26
Government Grant :
- Export Incentives	17.86	4.41
- Unwinding of Deferred Income (EPCG)	33.75	26.77
Net gain on sale of Investments classified as FVTPL	3.54	0.64
Net gains on fair value changes on financial assets classified as FVTPL	225.73	159.57
Impairment provision written back	0.90	0.56
Miscellaneous Income	14.12	20.87
Total	408.11	316.84
NOTE 19: COST OF MATERIALS CONSUMED		(`Crores)
	year Ended	year Ended
	31.03.2025	31.03.2024
Opening Stock of Raw Materials	1464.85	1359.45
Purchases during the year	18983.36	15348.60
ClosingStock of Raw Materials	(1960.23)	(1464.85)
Total	18487.98	15243.20

183

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
NOTE 20: CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND WORK-IN-PROGRESS	(`Crores)
	year Ended 31.03.2025 year Ended 31.03.2024
Closing Stock: Finished Goods Stock-in-Trade Work-in-Progress Less: Opening Stock: Finished Goods Stock-in-Trade Work-in-Progress	2549.37 2087.60 32.38 32.64 581.65 452.85
	3163.40 2573.09
	2087.60 1969.88 32.64 52.61 452.85 366.28
	2573.09 2388.77
Total	(590.31) (184.32)

NOTE 21: EMPLOyEE BENEFITS EXPENSE		(`Crores)
	year Ended	year Ended
	31.03.2025	31.03.2024
Salaries and Wages	1560.68	1480.41
Contribution to provident and other funds	143.09	139.59
Staff welfare expenses	181.37	178.16
Total	1885.14	1798.16

NOTE 22: FINANCE COSTS		(`Crores)
	year Ended	year Ended
	31.03.2025	31.03.2024
Interest on Loans and Deposits	267.43	278.29
Interest on Debentures	8.52	3.77
Interest on Deferred Payment Credit	0.20	0.31
Interest on Lease liabilities (Refer note 2 (c 1))	77.68	65.85
Other Borrowing Costs
Unwinding of discount relating to Long Term Liabilities	5.42	4.20
Other Charges	0.78	0.59
Total	360.03	353.01

184

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
NOTE 23: OTHER EXPENSES (`Crores)
year Ended 31.03.2025 year Ended 31.03.2024
Stores and Spares Consumed Power and Fuel Processing Expenses Rent (Refer note 2 (c 1)) Rates and Taxes Insurance Printing and Stationery Repairs and Renewals: Buildings Plant and Machinery Other Assets Travelling and Conveyance Communication Expenses Vehicle Expenses Auditors' Remuneration: As Auditors: Audit fee Tax Audit fee Other Services Reimbursement of Expenses Cost Auditors Remuneration: Audit fee Directors' Fees Directors' Travelling Expenses Advertisement Sales related Obligations (warranty) VAT/GST absorbed by the company Bad debts written off Commission Freight and Forwarding (Net) Loss on Sale of Property, Plant and Equipment (Net) Net Loss on Foreign Currency Transactions Bank Charges Provision for Impairment of Assets( other than Financial Assets) Provision for impairment of Financial Assets Corporate Social Responsibility Expenditure Contribution to Rubber Board, towards promotion of Rubber Plantations Extended Producer Responsibility obligation (EPR) (Refer Note 25 k) Research and Development expenses - Others Professional and Legal Charges Information Technology and Digital services Miscellaneous Expenses	520.06 1215.59 367.73 32.96 20.85 50.53 11.39 25.37 194.73 104.83 56.55 13.95 13.81 1.40 0.25 0.12 0.21 1.98 0.08 0.31 11.30 190.27 72.94 0.68 0.15 61.46 841.00 2.44 26.18 7.74 - 1.58 30.03 85.96 120.89 51.79 44.12 18.38 59.82	465.63 1148.65 298.75 33.97 17.27 59.99 12.67 23.79 168.12 110.14 50.09 7.00 14.49 1.20 0.27 0.29 0.24
		2.00 0.09 0.31 11.15 295.97 78.68 0.48 0.29 41.65 766.03 10.68 19.80 8.02 4.59 1.10 25.69 71.85 144.50 36.67 38.92 12.61 54.82
Total	4257.45	4036.46

185

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

NOTE 24

A. Capital Management

For the purpose of Group’s Capital Management, capital includes Issued Equity Capital, Securities Premium, and all other Equity Reserves attributable to the Equity Holders of the Group. The primary objective of the Group’s Capital Management is to maximise the Share Holder Value.

The Group manages its capital structure and makes adjustments in the light of changes in economic conditions and requirements of the financial covenants and to continue as a going concern. The Group monitors using a gearing ratio which is net debts divided by total capital plus net debt. The group includes within net debt, interest bearing loans and borrowings, less cash and short term deposit.

B. Financial Risk Management

The Group’s principal financial liabilities comprise loans and borrowings, lease liability, trade and other payables. The main purpose of these financial liabilities is to finance the operations of the Group. The principal financial assets include trade and other receivables, investments in mutual funds, Bonds, cash and short term deposits.

The Group has assessed market risk, credit risk and liquidity risk to its financial instruments.

i) Market Risk

Is the risk of loss of future earnings, fair values or cash flows that may result from a change in the price of a financial instrument, as a result of interest rates, foreign exchange rates and other price risks. Financial instruments affected by market risks, primarily include loans & borrowings, investments and foreign currency receivables, payables and borrowings.

a) Interest Rate Risk:

The Group borrows funds in Indian Rupees and Foreign currency, to meet both the long term and short term funding requirements. The Interest rate risk in terms of Foreign currency is managed through financial instruments available to convert floating rate liability into fixed rate liability. The Holding Company due to its AAA rated status commands one of the cheapest source of funding. Interest rate is fixed for the tenor of the Long term loans availed by the Holding Company. Interest on Short term borrowings is subject to floating interest rate and are repriced regularly. The sensitivity analysis detailed below have been determined based on the exposure to variable interest rates on the average outstanding amounts due to bankers over a year.The Holding Company had issued floating interest rate Non-convertible debentures linked to 6 month T-Bill rate , to meet long term funding requirements.

If the interest rates had been 1% higher / lower and all other variables held constant, the Group’s profit for the year ended 31st March, 2025 would have been decreased/increased by 15.54 Crores (Previous year - 14.25 Crores).

186

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

• b) Currency Risk:

Foreign currency risks from financial instruments at the end of the reporting period expressed in INR :

Unhedged Short Term Exposures :		(`Crores)
	31.03.2025	31.03.2024
Financial Assets	218.32	193.53
Financial Liabilites	323.07	324.21

The Group is mainly exposed to changes in US Dollar. The sensitivity to a 1.25%(Previous year - 0.74%) increase or decrease in US Dollar against INR with all other variables held constant will be +/( - ) 0.20 Crores (previous year - 0.95 Crores).

The Sensitivity analysis is prepared on the net unhedged exposure of the company at the reporting date.

Hedged Foreign Currency exposures :

Foreign Exchange forward Contracts on certain highly probable forecast transactions, are measured at fair value through OCI on being designated as Cash Flow Hedges.

The Group also enters into foreign exchange forward contracts with the intention to minimise the foreign exchange risk of expected purchases/ sales, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

The outstanding position and exposures are as under :

• i) Foreign Currency forward contracts designated as Hedge Instruments:

	Currency	Amount	(`Crores)	Nature	Cross Currency
Forward Contract	USD	201.56 Million (99.06)Million	1744.83 (831.46)	Import purchase	INR

Figures in brackets are in respect of Previous year.

The terms of the foreign currency forward contracts match the terms of the transactions. As a result, no hedge ineffectiveness arises requiring recognition through profit or loss. ii) Maturity Analysis of Foreign Currency forward contracts designated as Hedge Instruments:

		(`Crores)
MaturityPeriod	31.03.2025	31.03.2024
Less than 3 months	881.00	607.52
3 months to 6 months	407.17	163.49
6 months to 12 months	456.66	60.45
Total Outstanding as at 31st March	1744.83	831.46

187

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

c)	iii) iv) Price	Other Forward Contract Outstanding:
		Currency Amount (`Crores) Nature Cross Currency
		Forward Contract USD 13.55 Million 117.10 Import purchase INR (23.76) Million (197.96) Forward Contract USD 16.27 Million 139.62 Sales USD (-)Million (-)
		Figures in brackets are in respect of Previous year Maturity Analysis of Other Forward Contracts (`Crores)
		Maturity period 31.03.2025 31.03.2024
		Less than 3 months 129.18 197.96 3 months to 6 months 127.54 -
		Total Outstanding as at 31st March 256.72 197.96
		Risk:

The Group is affected by the price stability of certain commodities. Due to the significantly increased volatility of certain commodities like Natural Rubber, Compound rubber, Synthetic Rubber and other Chemicals, the Group enters into purchase contracts on a short to medium Term and forward foreign exchange contracts are entered into to bring in stability of price fluctuations.

The Group’s investments in Quoted and Unquoted Securities are susceptible to market price risk arising from uncertainties about future values of investment securities. The group manages the securities price risk through investments in debt and arbitrage funds and diversification by placing limits on individual and total investments. Reports on Investment Portfolio are reviewed on regular basis and all approvals of investment decisions are done in concurrence with the senior management.

As at 31st March 2025 the investments in debt and arbitrage mutual funds and bonds amounts to 4527.97 Crores (Previous year - 3366.16 Crores). A 1% point increase or decrease in the NAV with all other variables held constant would have lead to approximately an additional 45 Crores (Previous year - 34 Crores) on either side in the statement of profit and loss.

ii) Credit Risk

Is the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. It arises from credit exposure to customers, financial instruments viz., Bonds, Debt and Arbitrage Funds, Fixed Deposits others and Balances with Banks.

The Group’s marketing policies are well structured and all replacement sales are predominantly through dealers and the outstanding are secured by dealer deposits. As regards sales to O.E., and other institutional sales, the Group carries out periodic credit checks and also limits the exposure by establishing maximum payment period for customers and by offering prompt payment discounts. The outstanding trade receivables due for a period

188

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

exceeding 180 days as at the year ended 31st March, 2025 is 0.10% (31st March, 2024 - 0.02%) of the total trade receivables.

The group uses Expected Credit Loss (ECL) Model to assess the impairment loss or gain. The allowance for lifetime ECL on customer balances for the year ended 31st March 2025 was 4.39 Crores and for the previous year ended 31st March 2024 was 3.71 Crores.

		(`Crores)
Particulars	year ended	year ended
	31.03.2025	31.03.2024
Balance at the beginning	3.71	3.16
Impairment loss recognised	1.58	1.10
Impairment loss reversed	(0.90)	(0.55)
Balance at the end	4.39	3.71

The Group holds cash and deposits with banks which are having highest safety rankings and hence has a low credit risk.

Investments in mutual funds are primarily debt and arbitrage funds, which have high safety ratings and are monitored on a monthly basis and the Group is of the opinion that its mutual fund investments have low credit risk.

iii) Liquidity Risk

The Group manages liquidity risk by maintaining adequate surplus, banking facilities and reserve borrowing facilities by continuously monitoring forecasts and actual cash flows.

The Group has a system of forecasting rolling three months cash inflow and outflow and all liquidity requirements are planned.

All Long term borrowings are for a fixed tenor and generally these cannot be foreclosed.

The Group has access to various source of Short term funding and debt maturing within 12 months can be rolled over with existing lenders/new lenders, or repaid based on short term requirements.

Trade and other payables are plugged into the three months rolling cash flow forecast to ensure timely funding, if required.

All payments are made along due dates and requests for early payments are entertained after due approval and availing early payment discounts.

189

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

The details of the contractual maturities of significant financial liabilities as at 31st	The details of the contractual maturities of significant financial liabilities as at 31st	March,2025 are as	under:		(`Crores)
Particulars	Refer Note	Less than 1year	1-3years	3-5years	More than 5years
Borrowings	Note 11 and 14	2530.47	299.99	-	88.67
		(1351.01)	(551.22)	(100.00)	(88.67)
Trade Payable	Note 15	2822.00	-	-	-
		(2652.78)	(-)	(-)	(-)
Other Financial Liabilities	Note 16	248.16	-	-	-
		(379.42)	(-)	(-)	(-)
Employee Benefit liabilities	Note 16	140.71	-	-	-
		(129.21)	(-)	(-)	(-)
Unclaimed dividends	Note 16	2.44	-	-	-
		(2.29)	(-)	(-)	(-)
Lease Liabilities		188.57	485.69	181.05	321.26
		(122.21)	(292.45)	(264.05)	(354.13)

Figures in brackets are in respect of Previous year

NOTE 25: ADDITIONAL/EXPLANATORy INFORMATION

a. Disclosures

• (i) The Notes to these Consolidated Ind AS Financial Statements are disclosed to the extent relevant and necessary for presenting a true and fair view of the Consolidated Ind AS Financial Statements based on section 129(4) of The Companies Act, 2013 and as clarified vide Circular No.39/2014 dated 14th October, 2014.

• (ii) Movement in Provisions as required by IND AS - 37 - “Provisions, Contingent Liabilities and Contingent Assets” are the same as disclosed in the Standalone Ind AS Financial Statements.

• (iii) Consolidated Employee benefit disclosures are not materially different from the employee benefit disclosures of the Standalone Ind AS Financial Statements of the Company.

190

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

b.	Earnings Per Share:
	Particulars year Ended 31.03.2025 year Ended 31.03.2024
	Profit after taxation Crores<br>1869.29<br>2081.23<br>Number of equity shares (Face Value10/-) Nos. 4241143 4241143 Earningsper share(Basic & Diluted) ` 4407.51 4907.24

• c. Related party disclosures:

• (a) Names of related parties and nature of relationship with whom transactions have taken place:

• Key Management Personnel (KMP): i) Mr. K.M. Mammen, Chairman and Managing Director

ii) Mr. Arun Mammen, Vice Chairman and Managing Director iii) Mr. Rahul Mammen Mappillai, Managing Director

iv) Mr. Samir Thariyan Mappillai, Whole time Director

• v) Mr. Varun Mammen, Whole time Director

• vi) Mr.S.Dhanvanth Kumar, Company Secretary

vii) Mr. Madhu P Nainan, Executive Vice President Finance

Close Members of the family of KMP

• i) Mrs. Ambika Mammen, Director (Wife of Chairman and Managing Director)

• ii) Dr. (Mrs) Cibi Mammen, Director (Wife of Vice Chairman and Managing Director)

• iii) Mrs.Meera Mammen (Mother of Mr Varun Mammen)

Companies in which Directors are interested:

Badra Estate & Industries Limited, Devon Machines Pvt Ltd, Coastal Rubber Equipments Pvt Ltd

Braga Industries LLP, Jcee Manufacturing & Services Pvt Ltd, Kasturi Estates Private Limited

Funskool (India) Ltd, VPC Freight Forwarders Pvt Ltd(Till 28th September 2024), The Malayala Manorama Co Private Limited, Tarapore and Company, Tarapore Constructions private Limited, The J.H Tarapore Foundation, KSL Media Limited, The Premier Mica Company

Other Related Parties

Mr.Jacob Kurian- Director (Till 28th September 2024), MRF Ltd Executives Provident Fund Trust, MRF Management Staff Gratuity Scheme, MRF Employees Gratuity Scheme, MRF Managers’ Superannuation Scheme, MRF Foundation. Mr. Philip Eapen (Till 7th July 2024), Mr. Zachariah Kurian, Mr. George Mammen.

191

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025
(b)	Transactions with relatedparties (excludingreimbursements):	(`Crores)
	Nature of Transaction	KMP Close member of the KMP Companies in which Directors are interested Other Related Parties
		year Ended 31.03.2025 year Ended 31.03.2025 year Ended 31.03.2025 year Ended 31.03.2025
	i Sale of Materials ii Purchase of Materials/Machinery iii Payment towards Service iv Selling and Distribution Expenses v Other Receipts vi Professional charges vii Contribution to Retirement Benefit fund /Others Compensation* viii. Short term Employee benefit (including Commission payable to KMP) ix. Sitting fees	- - 0.33 0.18 (-) (-) (0.37) (0.10) - - 249.82 - (-) (-) (231.76) (-) - - 24.86 - (-) (-) (24.05) (-) - - 1.61 - (-) (-) (1.62) (-) - - 2.91 - (-) (-) (1.89) (-) - - - 0.21 (-) (-) (-) (0.12) - - - 139.26 (-) (-) (-) (112.62) 111.82 3.29 - 0.35 (103.44) (2.98) (-) (1.24) - 0.02 - - (-) (0.02) (-) (-)

• Remuneration does not include provisions made for Gratuity and Leave benefits amounting to 2.54 Crores (Previous year - 2.46 Crores).

192

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

	(`Crores)
Nature of Transaction	KMP Close member of the KMP Companies in which Directors are interested Other Related Parties
	year Ended 31.03.2025 year Ended 31.03.2025 year Ended 31.03.2025 year Ended 31.03.2025
Outstanding as at year End x Other Receivables xi Trade Payables xii Commission Payable xiii Contribution payable to Retirement Benefit fund /Others	- - 4.93 - (-) (-) (1.78) (0.09) - - 25.51 - (-) (-) (33.39) (-) 45.91 - - - (42.49) (-) (-) (-) - - - 36.91 (-) (-) (-) (75.52)

Figures in brackets are in respect of Previous year.

(c) Terms and conditions of transactions with related parties;

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31st March 2025, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (Previous year: ` Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

193

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

d.	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025	Additional information on Net Assets and Share of Profit as at 31st March, 2025
	Name of the entity		Net Assets, i.e., total assets minus total liabilities		Share in profit or loss		Share in Other Comprehensive Income(OCI)		Share in Total comprehensive Income (TCI)
			As % of consolidated net assets	Amount (**Crores)**|**As % of net**<br>**Profit**|**Amount**<br>**(** Crores)	As a % of OCI	Amount (**Crores)**|**As % of TCI**|**Amount (** Crores)
	Parent - MRF Ltd.	2024-25 2023-24	98.31 98.43	18175.87 16440.65	97.50 98.06	1822.55 2040.95	(248.51) 299.49	(2.51) (34.95)	97.31 96.93	1820.04 2006.00
	Subsidiaries Indian - MRF Corp.Ltd - MRF International Ltd. Foreign - MRF Lanka (P) Ltd. - MRF SG PTE. LTD Minority Interest Indian Subsidiary Add/(Less): Effect of GAAP, Consolidation adjustment, elimination Total	2024-25 2023-24 2024-25 2023-24 2024-25 2023-24 2024-25 2023-24 2024-25 2023-24 2024-25 2023-24 2024-25 2023-24	0.97 0.98 0.02 0.02 0.15 0.15 0.71 0.58 - - (0.16) (0.16) 100.00 100.00	179.19 163.68 2.84 2.71 28.14 24.54 132.11 97.12 0.18 0.17 (29.69) (25.71) 18488.64 16703.16	0.85 1.01 0.01 - 0.17 0.13 1.70 0.91 - - (0.23) (0.11) 100.00 100.00	15.84 20.97 0.13 0.10 3.09 2.81 31.75 19.03 0.01 0.01 (4.08) (2.64) 1869.29 2081.23	(22.77) 2.66 - - 50.50 (12.85) 320.78 (189.30) - - - - 100.00 100.00	(0.23) (0.31) - - 0.51 1.50 3.24 22.09 - - - - 1.01 (11.67)	0.83 1.00 0.01 - 0.19 0.21 1.87 1.99 - - (0.21) (0.13) 100.00 100.00	15.61 20.66 0.13 0.10 3.60 4.31 34.99 41.12 0.01 0.01 (4.08) (2.64) 1870.30 2069.56

194

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

==> picture [34 x 34] intentionally omitted <==

e. Disclosures under Ind AS 108 - “Operating Segment” :

The group except for MRF Corp Ltd, is engaged in the manufacture of rubber products such as Tyre, Tubes, Flaps, Tread Rubber and / or Trading in Rubber and Rubber Chemicals. In the context of IND-AS 108 operating segment are considered to constitute one single primary segment. MRF Corp Ltd is engaged in the manufacture of Speciality Coatings and its revenues, results and assets do not meet the criteria specified for reportable segment prescribed in the IND-AS. The group’s operations outside India do not exceed the quantitative threshold for disclosure envisaged in the IND-AS. Non-reportable segments have not been disclosed as unallocated reconciling item in view of their materiality. In view of the above, primary and secondary reporting disclosures for business/geographical segment are not applicable.

Entity	wide disclosure as per paragraph 31 of Ind AS 108:		(`Crores)
Particulars		year ended	year ended
		31.03.2025	31.03.2024
(i)	Products :
	Automobile Tyres	25397.99	22645.73
	Automobile Tubes	1537.18	1428.15
	Speciality Coating	471.59	481.67
	Others	536.52	423.62
		27943.28	24979.17
(ii)	Revenue from Customers:
	India	25622.21	23092.28
	Outside India	2321.07	1886.89
		27943.28	24979.17
(iii)	Non Current Assets :
	India	16156.69	16286.29
	Outside India	13.90	13.59

(iv) There are no transactions with single customer which amounts to 10% or more of the Group's revenue.

195

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

f. Terms of Repayment and Security Description of Current Borrowings:

• i) Loans repayable on demand from banks are secured by hypothecation of Inventories and book debts ,equivalent to the outstanding amount and carries interest rates at the rate of 7% to 9% (Previous year - 6.88% to 7.90%).

g. Terms of Repayment and Security Description of Non Current Borrowings:

• i) Indian Rupee Term Loan (Unsecured) from the HSBC Bank

Indian Rupee Term Loan of ` 150 Crores availed in July,2021 is for capital expenditure. Interest is payable at a rate equal to the three months T-Bill rate plus a margin of 1.33% payable monthly. The said Loan is repayable in three equal annual installment in July, 2025/July, 2026/July, 2027.

• ii) Indian Rupee Term Loan (Unsecured) from the HDFC Bank

• a) Indian Rupee Term Loan of ` 300 Crores availed in June, 2020 is for capital expenditure. Interest is payable at a rate equal to repo rate plus a margin of 1.70% payable monthly. The said Loan is repayable in three equal annual installment in June,2024/June, 2025/June, 2026.

• b) Indian Rupee Term Loan of ` 150 Crores availed in June, 2021 is for capital expenditure. Interest is payable at a rate equal to repo rate plus a margin of 0.75% payable monthly. The said Loan is repayable in three equal annual installment in June, 2025/June 2026/June, 2027.

• iii) 15000 [Floating Interest rate linked to 6 month T-Bill rate] Listed Unsecured rated redeemable Taxable Non Convertible Debentures of 100000/each aggregating to 150 Crore issued on 24th February, 2023 are to be redeemed on 24th February, 2026.

• iv) Secured Loan of 80.92 crores was availed under SIPCOT soft loan in March 2020, further, additional SIPCOT Loan (secured) of 7.75 crores was availed in March 2023. Interest is payable quartely at a rate of 0.10% (Previous year - 0.10%). These loans are secured by way of second charge on the Fixed Assets created at the company’s plants at Perambalur, near Trichy,Tamil Nadu.These loans will be repaid in full in April, 2033 and March, 2036 respectively.

• v) Deferred payment credit is repayable along with interest( at varying rates) in 240 consecutive monthly instalments ending in March 2026.

h. Events Occuring after the Balance Sheet date

The proposed final dividend for Financial year 2024-25 amounting to 97.12 Crores will be recognised as distribution to owners during the financial year 2025-26 on its approval by Shareholders. The proposed final dividend amounts to 229/- per share.

196

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

i. Commitment:

• (i) Estimated amount of contracts remaining to be executed on Capital Account, net of advances and not provided for - 714.11 Crores (Previous year 1334.36 Crores)

• (ii) Guarantees given by the Banks - 65.03 Crores (Previous year - 56.10 Crores)

• (iii) Letters of Credit issued by the Banks - 168.23 Crores (Previous year - 373.82 Crores)

• (iv) Commitment to Rubber Board towards Promotion of Rubber Plantations in North East and Other Parts of India - 208.04 Crores (net of payments) (Previous year- 294.01 crores)

j. Contingent Liabilities not provided for:

Claims not acknowledged as debts:

• (a) Competition Commission of India (CCI) matter - Refer Note 1 below

• (b) Disputed Sales Tax demands pending before the Appellate Authorities /High Court - 241.39 Crores (Previous year- 254.46 Crores).Against the said demand the company has deposited an amount of 3.63 Crores (Previous year - 3.50 Crores)

• (c) Contractual claims not acknowledged-7.76 Crores (Previous year - 7.76 Crores)

• (d) Disputed Excise/Customs Duty demands pending before the Appellate Authorities/High Court - 594.43 Crores (Previous year - 594.47 Crores). Against the said demand the company has deposited an amount of 18.21 Crores (Previous year - 18.15 Crores).

• (e) Disputed Income Tax Demands - 103.44 Crores (Previous year - 417.27 Crores). Against the said demand the company has deposited an amount of 117.12 Crores (Previous year - 162.18 Crores). Reduction in Tax demands is on account of favourable orders received during the year.

• (f) Disputed Goods and Service Tax demands pending before the Appellate Authorities - 69.66 Crores (Previous year- 37.12 Crores ). Against the said demand the company has deposited an amount of 3.59 Crores (Previous year - 2.69 Crores).

Note 1 : The Competition Commission of India (CCI) had on 2nd February,2022 released its order dated 31st August,2018,imposing penalty on certain Tyre Manufacturers including the Holding Company and also the Automotive Tyre Manufacturers’ Association, concerning the breach of the provisions of the Competition Act 2002, during the year 2011-12. A penalty of ` 622.09 Crores was imposed on the Holding Company. The

197

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

appeal filed by the Holding Company before National Company Law Appellate Tribunal (NCLAT) has been disposed off by remanding the matter to CCI for review after hearing the parties. CCI has in February 2023 filed an appeal against the Order of NCLAT before the Hon’ble Supreme Court. Pending disposal, the Holding Company has filed an appeal before the Hon’ble Supreme Court against the order of NCLAT, which has been tagged with the appeal filed by CCI in the Supreme Court. The Holding Company is of the view that no provision is considered necessary in respect of this matter in the Consolidated Financial Statements.

k Extended Producer Responsibility (EPR)

Vide Notification dated 21st July 2022, The Ministry of Environment, Forest and Climate Change notified Regulations on Extended Producer Responsibilities (EPR) for waste tyres applicable to tyre manufacturers.The Holding Company has a present legal obligation as at the year end to recognize a liability with respect to the levy. The Holding company has recognized provision for 2024-25, amounting to 120.89 Crores (net of reversal of 37.46 Crores relating to earlier years). The obligations are to be fulfilled by purchasing certificates from recyclers who are registered with the Central Pollution Control Board. The calculation of the levy is based on the domestic revenue, generated in 2022-23 (used for computing obligation in 2024-25).

l Other Statutory Information

• (i) The Holding Company and Companies incorporated in India does not have any Benami property nor any proceeding has been initiated or pending against the companies.

• (ii) The Holding Company and Companies incorporated in India does not have any transactions with companies struck off.

• (iii) The Holding Company and Companies incorporated in India does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

• (iv) The Holding Company and Companies incorporated in India has not traded or invested in Crypto currency or Virtual Currency during the financial year.

• (v) The Holding Company and Companies incorporated in India has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

• (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the companies or

• (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (vi) The Holding Company and Companies incorporated in India has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the companies shall:

198

==> picture [34 x 34] intentionally omitted <==

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

• (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the companies (Ultimate Beneficiaries) or

• (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (vii) The Holding Company and Companies incorporated in India has not recorded any transaction in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

• (viii) The Holding Company and Companies incorporated in India has not been declared a wilful defaulter by any bank or financial institution or any of the lenders.

• (ix) The quarterly returns or statements of current assets filed by the Holding Company and Companies incorporated in India with banks or financial institutions are in agreement with the books of accounts.

For M M NISSIM & CO LLP	For SASTRI & SHAH
Chartered Accountants	Chartered Accountants
Firm Reg. No. 107122W / W100672	Firm Reg. No. 003643S
N. KASHINATH	C R KUMAR	MADHU P NAINAN	S DHANVANTH KUMAR	VIKRAM TARANATH HOSANGADy	K M MAMMEN
Partner	Partner	Executive Vice President	Company Secretary	Director	Chairman & Managing Director
Mem. No. 036490	Mem. No. 026143	Finance	Chennai	DIN : 09757469	DIN : 00020202
Chennai	Chennai	Chennai		Chennai	Chennai

Dated 7[th] May, 2025

199

FORM AOC-1

(Pursuant to first proviso to sub-section(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures

SUBSIDIARIES

(` Crores)

																(`Crores)
Sr. No	Name of the Subsidiary	The date since when subsidiary was acquired	Reporting Period of the Subsidiary	Reporting Currency	Exchange Rate as on 31.03.2025	Share Capital	Reserve & Surplus	Total Assets	Total Liabilities	Investments	Turnover	Profit before Taxation	Provision for Taxation	Profit after Taxation	Proposed Dividend	Extent of Shareholding (in %)
1	MRF Corp Ltd	26.08.1985	1st April, 2024 to 31st March,2025	INR	1	0.05	179.14	275.96	96.77	10.94	475.63	20.79	4.95	15.84	0.10*	100.00%
2	MRF International Ltd	23.10.1992	1st April, 2024 to 31st March,2025	INR	1	0.56	2.46	3.03	0.01	-	0.20	0.19	0.05	0.14		94.66%
3	MRF Lanka (P) Ltd.	15.06.2005	1st April, 2024 to 31st March,2025	LKR	0.29	15.01	13.13	29.93	1.79	-	15.61	4.17	1.08	3.09		100.00%
4	MRF SG PTE. LTD.	23.07.2014	1st April, 2024 to 31st March,2025	USD	85.45	6.11	126.00	1494.24	1,362.13	-	3,247.94	37.23	5.48	31.75		100.00%

• The Proposed Dividend is not recognised in books as per Ind AS.

MADHU P NAINAN S DHANVANTH KUMAR VIKRAM TARANATH HOSANGADy K M MAMMEN Executive Vice President Finance Company Secretary Director Chairman & Managing Director DIN : 09757469 DIN: 00020202

Chennai, Dated 7th May, 2025

200

==> picture [41 x 41] intentionally omitted <==

MRF Limited

No.114, Greams Road, Chennai - 600 006. Tel: +91 44 28292777, Fax: +91 44 28290562 CIN: L25111TN1960PLC004306

E-mail: mrfshare@mrfmail.com | Website: www.mrftyres.com