Your Directors have pleasure in presenting to you the Sixty Fifth
Annual Report and the Audited Financial Statements for the financial year ended 31st
March, 2026.
Financial Results Crores
Particulars |
Standalone |
Consolidated |
|
2025-2026 |
2024-2025 |
2025-2026 |
2024-2025 |
| Total Income |
31140 |
28068 |
31654 |
28570 |
| Profit before tax |
3133 |
2420 |
3222 |
2483 |
| Provision for taxation |
778 |
597 |
796 |
610 |
|
|
|
|
|
| Profit for the year |
2355 |
1823 |
2426 |
1873 |
Standalone Performance Overview
During the financial year ended 31st March, 2026, your Company's
total income was 31140 crores as against 28068 crores in the previous year, recording
a growth of 11%. The profit before tax stood at 3133 crores for the year as against
2420 crores for the previous financial year. The net provision for tax (current tax and
deferred tax) for the year is 778 crores (previous year - 597 crores). After making
provision for income tax, the net profit for the year ended 31st March, 2026 is 2355
crores as against 1823 crores for the previous financial year.
The Company delivered a healthy operating performance in financial year
2025-26 and crossed the milestone of 30,000 Crores in sales during the year, with strong
growth in both Replacement and OE segments. The Company's performance was aided by
the launch of new SKUs in various categories like Truck, Passenger, Two-Wheelers etc.
Besides being one of the largest OE suppliers of Tyres to ICE vehicles, the Company has
become the most preferred supplier of Tyres to Electric Vehicles. MRF tyres are
increasingly being fitted on vehicles exported by OEMs to many countries across the globe.
Demand buoyancy arising from reduction in GST rates continued into the
4th quarter of the year, which is reflected in both Replacement & OE Sales. OEMs also
witnessed a high demand in the quarter which led to an increased demand for tyres.
The Company's exports (including Indian Rupee Exports) stood at
2324 crores for the financial year ended 31st March, 2026, as against 2307 crores for
the previous year ended 31st March, 2025.
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 31st March, 2026 were declared by the Board of Directors on 14th
November, 2025 and on 6th February, 2026. 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 31st March, 2026
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 2256 crores be transferred to
general reserve. With this, the Company's Reserves and Surplus (including other
comprehensive income) stands at 20448 crores.
Industrial Relations
Overall, the industrial relations in all our manufacturing units have
been cordial except for few instances of work disruption in Arkonam, Tiruvottiyur and
Trichy Plants. Long term settlements in Trichy Plants have not been completed and are
under negotiations. Long term wage settlement has been completed in Arkonam Plant. Both
production and productivity were maintained at the desired 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 2025-26 was 31654 crores and
consolidated profit before tax was 3222 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 31st
March, 2026 was 3974 crores and the aggregate profit after taxation for the year was
66 crores. During the year, MRF SG PTE. LTD a wholly owned subsidiary of the Company
incorporated a step down subsidiary MRF DB – FZCO in United Arab Emirates on 7th May,
2025, by way of subscribing to 1000 Ordinary shares of a nominal value of AED 10 each. 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 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 31st March, 2026;
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
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 7th October, 2025 and 5th March, 2026.
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
for the financial year ended 31st March, 2026 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, there was no change in the composition of
the Board of Directors and Key Managerial Personnel (‘KMP') of the Company. As
required under Section 152 of the Companies Act, 2013, Mr. Varun Mammen (DIN: 07804025),
Whole-time Director and Dr. (Mrs) Cibi Mammen (DIN: 00287146), Director of the Company,
retire by rotation at the forthcoming Annual General Meeting and being eligible have
offered themselves for re-appointment.
Mr. S Dhanvanth Kumar, Company Secretary, Compliance Officer, KMP and
Senior Management Personnel of the Company submitted his resignation from the Company on
13th April, 2026 and was relieved from the services of the Company on 7th May,2026. The
Board of Directors at its meeting held on 7th May,2026, based on the recommendation of the
Nomination and Remuneration Committee, appointed Mr. Thulsidass T V, as Vice President,
General Counsel, Company Secretary & Compliance Officer of the Company with immediate
effect (i.e. 7th May, 2026). He would also be a KMP and part of the Senior Management
Personnel of the Company.
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.
The Board is of the opinion that all the Independent Directors of the
Company are persons 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 7(a) 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 2025-26, the total value
of transactions executed with MRF SG PTE. LTD., a wholly owned subsidiary of the Company
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
standalone 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 31st March 2026 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-sustainability-report.
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 para 13(k) of the
Corporate Governance Report.
Deposits
Your Company had discontinued acceptance of fixed deposits with effect
from 31st 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
12th August, 2021 and 4th August, 2022 respectively. The present term of Messrs. M M
Nissim & Co LLP, Chartered Accountants, would expire at the conclusion of the ensuing
AGM.
The Board of Directors of the Company, at its meeting held on 7th May,
2026, on the basis of the recommendations of the Audit Committee, recommended for the
approval of the Members, the re-appointment of Messrs. M M Nissim & Co LLP, Chartered
Accountants, (Firm Regn No.107122W / W100672), Mumbai, as the Joint Statutory Auditors of
the Company, for a period of 5 (five) consecutive financial years from the conclusion of
the 65th AGM till the conclusion of the 70th Annual General Meeting on remuneration, terms
and conditions as may be approved by the Board. The proposal for re-appointment of Messrs.
M M Nissim & Co LLP as Joint Statutory Auditor of the Company is listed as an item in
the Notice convening the forthcoming Annual General Meeting of the Company, for necessary
approval of the shareholders. Auditors Report to the shareholders for the financial year
ended 31st March, 2026, 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 31st March, 2027 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 and SEBI Listing Regulations, Messrs. Elangovan
& Associates, Practising Company Secretaries (Firm Regn No. P2025TN104500), Chennai
were appointed as the Secretarial Auditors of the company for a term of 5 (five)
consecutive years from 1st April, 2025 to 31st March, 2030 at the Annual General Meeting
held on 7th August, 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
for the financial year ended 31st March, 2026 does not contain any qualification.
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/investor-relations/annual-return
Other Matters
There are no material changes and commitments affecting the financial
position of the Company between the financial year ended 31st March, 2026 and the date of
this report. 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 standalone 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 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.
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.
During the year under review, the Company redeemed in full 15,000
listed, unsecured, rated, redeemable, taxable, non-convertible debentures aggregating to
150 Crores issued on a private placement basis in February,2023.
During the year under review, Company has complied with provisions
relating to Maternity Benefit Act,1961 / the Code on Social Security, 2020.
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.
|
On behalf of the Board of Directors |
|
K M MAMMEN |
| Chennai |
Chairman & Managing Director |
| 7th May, 2026 |
DIN: 00020202 |
|