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MRF Limited, Regd. Office: 114, Greams Road, Chennai - 600006.

E-mail: [email protected]; Tel.: 044-28292777; Fax: 91-44-28295087
CIN : L25111TN1960PLC004306 Website: www.mrftyres.com

071 ISH/SEI AGMl2023/KGG/3

03rd July, 2023

National Stock Exchange of India Ltd Bombay Stock Exchange Ltd

Exchange Plaza 5th Floor Floor 24 P J Towers
Plot No.C/1 G Block Bandra-Kurla Complex Dalal Street
Bandra (E) Mumbai 400 051 Mumbai 400001

Dear Sir,
Annual Report and AGM Notice - 2023

Please refer to our earlier letter dated 20th June, 2023.

We would like to inform that the 62nd Annual General Meeting of the Company will
be held on Thursday, 27th July, 2023 through Video Conferencing/Other Audio Visual
Means (OAVM).

In this connection, please find enclosed herewith the following:

1) The Notice convening the Annual General Meeting of the Company.

2) Annual Report 2022-23.

This information is being submitted pursuant to Regulation 34 of the SEBI (Listing,

Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Further, this to inform you that in compliance with Section 108 of the Companies'
Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules,
2014, as amended, the Company has fixed Thursday, 20th July 2023, as the cut-off
date for the purpose of offering remote e-voting facility to the Members in respect
of resolutions to be transacted at the Annual General Meeting scheduled to be held
on 27th July, 2023 through Video Conferencing/Other Audio Visual Means (OAVM).

Kindly take the same on record.

Thanking you,

Yours faithfully

For MRF Li mited

Digitally signed by S
S DHANVANTH DHANVANTH KUMAR
KUMAR Date: 2023.07.03
14:10:50 +05'30'

S DHANVANTH KUMAR
COMPANY SECRETARY
MRF LIMITED, Regd. Office: No. 114, Greams Road, Chennai 600 006, CIN: L25111TN1960PLC004306, Tel: 044-28292777, Fax: 91-44-28295087,
E-mail: [email protected], Website: www.mrftyres.com

NOTICE Company be and is hereby accorded for payment of remuneration

as per terms and conditions approved by the shareholders to
NOTICE is hereby given that the Sixty Second Annual General Meeting of Mr. K M Mammen (DIN: 00020202), Mr Arun Mammen (DIN:
the shareholders of MRF Limited will be held on Thursday, the 27th July, 00018558), Mr. Rahul Mammen Mappillai (DIN: 03325290),
2023, at 11.00 A.M, through Video Conferencing (“VC”) / Other Audio Mr Samir Thariyan Mappillai (DIN: 07803982) and Mr. Varun
Visual Means (“OAVM”) to transact the following business: Mammen (DIN: 07804025), in their capacity as Managing Director(s)
ORDINARY BUSINESS / Whole-time Director(s) of the Company, such that the aggregate
remuneration payable to all of them, for the financial year ended
1. To receive, consider and adopt the audited financial statements of 31st March, 2023, does not exceed 7.77% of the net profits calculated
the Company for the financial year ended 31st March, 2023 and the as per section 198 of the Companies Act, 2013.”
Reports of the Board of Directors and Auditors thereon and the audited
consolidated financial statements of the Company for the financial 6. To consider and if thought fit, to pass with or without modification,
year ended 31st March, 2023 and the Reports of the Auditors thereon. the following resolution as an Ordinary Resolution:

2. To declare a final dividend on equity shares. The Board has “RESOLVED THAT pursuant to the provisions of section 148 and
recommended a final dividend of `169/- (1690%) per equity share of all other applicable provisions, if any, of the Companies Act, 2013
`10 each. and the Companies (Audit and Auditors) Rules, 2014 or any statutory
modification or re-enactment thereof, Mr. C. Govindan Kutty, Cost
3. To appoint a Director in place of Mr Varun Mammen Accountant (Membership No. 2881), appointed as Cost Auditor by
(DIN: 07804025), who retires by rotation and being eligible, offers the Board of Directors of the Company to conduct an audit of the Cost
himself for re-appointment. Records of the Company for the financial year ending 31st March,
4. To appoint a Director in place of Mrs. Ambika Mammen 2024, be paid a remuneration of `8.40 Lakhs (Rupees Eight Lakhs
(DIN: 00287074), who retires by rotation and being eligible, offers Forty thousand only) (excluding taxes, as applicable) in addition
herself for re-appointment. to reimbursement of out of pocket expenses and conveyance as
recommended by the audit committee and approved by the Board of
SPECIAL BUSINESS Directors of the Company.
5. To consider and if thought fit, to pass with or without modification(s), RESOLVED FURTHER THAT the Board of Directors of the Company
the following resolution as a Special Resolution: be and is hereby authorised to do all such acts, deeds and things as
“RESOLVED THAT pursuant to the provisions of Regulation 17(6) may be necessary for the purpose of giving effect to this resolution”.
(e)(ii) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, (“Listing Regulations”), and the
provisions of Sections 196, 197, 198, 203, Schedule V and other
applicable provisions, if any, of the Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) thereof for the time By Order of the Board,
being in force) (“Act”) and the Rules made thereunder and pursuant to
the recommendation of the Nomination and Remuneration Committee Chennai S DHANVANTH KUMAR
and approval of the Board of Directors of the Company, consent of the Date: 03rd May, 2023 Company Secretary

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Notes: AGM of the Company, he/she may send a request to the Company by
writing at [email protected] mentioning their DP ID and Client
a) In accordance with the provisions of the Companies Act, 2013 ID/Folio No.
(“Act”), read with the Rules made thereunder and General Circular
dated 8th April, 2020, 13th April, 2020, 5th May, 2020, 13th January, e) The register of members and transfer books of the Company will
2021, 14th December, 2021 and 5th May, 2022, 28th December, 2022 remain closed from 21st July, 2023 to 27th July, 2023 both days
issued by the Ministry of Corporate Affairs (“MCA”) read with relevant inclusive, for the purpose of payment of final dividend.
circulars issued by the Securities and Exchange Board of India
(“SEBI”), from time to time (hereinafter collectively referred to as (“the f) Upon declaration of final dividend as recommended by the Directors
Circulars”), companies are allowed to hold Annual General Meeting payment of dividend, subject to deduction of tax at source, will be
(AGM) through VC or OAVM upto 30th September, 2023, without made on or after 21st August, 2023 to the shareholders whose names
the physical presence of members at a common venue. Hence, in appear on the Company’s Register of Members on 27th July, 2023.
compliance with the Circulars, the AGM of the Company is being g) In respect of shares held in electronic form, the dividend will be
held through VC/OAVM. payable on the basis of beneficial ownership as per details furnished
b) The information required to be provided as per section 102 of the by National Securities Depository Ltd. (NSDL) and Central Depository
Companies Act, 2013, Secretarial Standard - 2 on General Meetings Services (India) Ltd. (CDSL) for this purpose.
issued by The Institute of Company Secretaries of India and SEBI h) Members are requested to notify immediately any change in their
(Listing Obligations and Disclosure Requirements) Regulations, 2015, address/change in bank details or demise of any member as soon as
are furnished in the explanatory statement which is annexed hereto. possible to the Company’s registered office quoting their ledger folio
c) Pursuant to the provisions of the Act, a Member entitled to attend and number. In respect of shares held in electronic form, members may
vote at the AGM is entitled to appoint a proxy to attend and vote on notify these changes to their depository participants.
his/her behalf and the proxy need not be a Member of the Company. i) All relevant documents referred to in the accompanying notice and
Since this AGM is being held pursuant to the MCA Circulars through explanatory statement are available for inspection through electronic
VC / OAVM, physical attendance of Members has been dispensed mode.
with. Accordingly, the facility for appointment of proxies by the
Members will not be available for the AGM and hence the Proxy Form j) Members holding shares in electronic form may please note that
and Attendance Slip are not annexed to this Notice. their bank details as furnished by the respective depositories to the
Company will be printed on the dividend warrants as per applicable
d) In compliance with the aforementioned Circulars, Notice of the regulations of the depositories and the Company will not entertain
AGM along with the Annual Report 2022-2023 is being sent only any direct request from such member for change/deletion in such
through electronic mode to those Members whose email addresses bank details. Members may therefore give instructions regarding bank
are registered with the Company/ Depositories. Members may note accounts to their respective depository participants only.
that the Notice and Annual Report 2022-2023 will also be available
on the Company’s website: www.mrftyres.com, websites of the Stock k) The Company is also extending the facility of NACH for the receipt
Exchanges i.e. BSE Limited and National Stock Exchange of India of dividend. In case of shareholders holding shares is physical form
Limited at www.bseindia.com and www.nseindia.com respectively, who wish to avail of this facility, please send NACH mandate form,
and on the website of NSDL https://www.evoting.nsdl.com. (which could be obtained from the Company) duly filled in, to the
registered office of the Company at the earliest. Members holding
In case any member is desirous of obtaining physical copy of the shares in electronic form may forward their details to their respective
Annual Report for the financial year 2022-2023 and Notice of the depository participants only.

2
l) Members may note that the Income Tax Act, 1961, (“the IT Act”) as 2014-2016 to the registered office of the Company for revalidation
amended by the Finance Act 2020, mandates that dividends paid and encash the same before the respective due date of transfer to
or distributed by a company after 1st April, 2020 shall be taxable in IEPF.
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 Last date for claiming unclaimed dividend from the Company is given
dividend. below:

For resident shareholders, tax shall be deducted at source under Year Dividend Date of Last date for
Section 194 of the IT Act at applicable rates. Declaration claiming unclaimed
dividend
However, no tax shall be deducted on the dividend payable to
a resident individual if the total dividend to be received by them 2014-2016 Final 11-08-2016 11-09-2023
during financial year 2023-2024 does not exceed `5,000 and also 2016-2017 I-Interim 27-10-2016 27-11-2023
in cases where members provide Form 15G / Form 15H (applicable
II-Interim 03-02-2017 03-03-2024
to individuals aged 60 years or more) subject to conditions specified
in the IT Act. PAN is mandatory for members providing Form 15G/ Final 04-08-2017 04-09-2024
15H. The format of the aforementioned documents may also be 2017-2018 I-Interim 10-11-2017 10-12-2024
accessed from the Company’s website at https://www.mrftyres.com/
shareholder-info. Non-resident shareholders can avail beneficial II-Interim 01-02-2018 01-03-2025
rates under tax treaty between India and their country of residence, Final 09-08-2018 09-09-2025
subject to providing necessary documents i.e. No Permanent
Establishment and Beneficial Ownership Declaration, Tax Residency 2018-2019 I-Interim 08-11-2018 08-12-2025
Certificate, Form 10F, any other document which may be required II-Interim 07-02-2019 07-03-2026
to avail the tax treaty benefits by sending an email to mrfshare@
mrfmail.com. Final 09-08-2019 09-09-2026
2019-2020 I-Interim 08-11-2019 08-12-2026
Shareholders are requested to note that in case their PAN is not
registered, the tax will be deducted at a higher rate of 20%. II-Interim 10-02-2020 10-03-2027

The aforesaid declarations and documents need to be submitted by Final 24-09-2020 24-10-2027
the shareholders on or before 05.30 p.m. on 20th July, 2023. 2020-2021 I-Interim 06-11-2020 06-12-2027
TDS certificates will be sent to shareholders in hard copy form or by II-Interim 11-02-2021 11-03-2028
email after payment of dividend.
Final & Special 12-08-2021 12-09-2028
m) Under section 124 of the Companies Act, 2013, the amount of 2021-2022 I-Interim 09-11-2021 09-12-2028
dividend remaining unpaid or unclaimed for a period of seven years
from the date of transfer to unpaid dividend account of the Company II-Interim 10-02-2022 10-03-2029
shall be transferred to the Investor Education and Protection Fund Final 04-08-2022 04-09-2029
(IEPF) set up by the Government of India. Accordingly, unclaimed
dividend amounts upto Second Interim Dividend 2014-2016 have 2022-2023 I-Interim 08.11.2022 09.12.2029
been transferred to the said fund. The shareholders are advised II-Interim 09.02.2023 11.03.2030
to forward all unencashed dividend warrants from final dividend

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n) With respect to dividends which remain unclaimed for a period of transposition requests shall be processed only in dematerialized form.
7 years or more, the Company in due compliance with Section 124 In view of the same and to eliminate all risks associated with physical
(6) of the Companies Act, 2013 read with Investor Education and shares and to avail various benefits of dematerialisation, Members are
Protection Fund Authority (Accounting, Audit, Transfer and Refund) advised to dematerialise the shares held by them in physical form.
Rules, 2016, has transferred to IEPF authority the corresponding Members can contact the Company, for assistance in this regard.
equity shares. Details of shares transferred to the IEPF Authority are
available on the website of the Company: www.mrftyres.com and on r) Members are requested to intimate changes, if any, pertaining to their
the website of the IEPF Authority: www.iepf.gov.in. name, postal address, e-mail address, telephone/mobile numbers,
PAN, registering of nomination, power of attorney registration, Bank
The members, whose unclaimed dividends/shares have been Mandate details, etc., to their DPs in case the shares are held in
transferred to IEPF, may claim the same by making an online electronic form and to the Company in prescribed Form ISR-1 and
application to the IEPF Authority in web Form No. IEPF-5 available other forms pursuant to SEBI Circular dated November 3, 2021.
on www.iepf.gov.in/IEPF/corporates.html. Members may contact Further, Members may note that SEBI has mandated the submission of
Secretarial Department of the Company for any guidance required PAN by every participant in securities market.
for lodging claim for refund of shares and/or dividend from the IEPF s) Since the AGM will be held through VC / OAVM, the Route Map is
Authority. not annexed in this Notice.
o) As per the provisions of the Companies Act, 2013, facility for t) Institutional / Corporate Shareholders (i.e. other than individuals/HUF,
making nominations is available to individuals holding shares in the NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of
Company. The prescribed nomination form in Form SH - 13 can be its Board or governing body Resolution/Authorization along with a ID
obtained from the Company. Members holding shares in electronic proof of the representative, authorizing its representative to attend the
form may forward nomination form duly filled to their respective AGM through VC / OAVM on its behalf and to vote through remote
depository participants only. e-voting. The said Resolution/Authorization shall be sent to the
p) The Company has sent individual letters to all the Members holding Scrutinizer by email through its registered email address to jandsca@
shares of the Company in physical form for furnishing their PAN and gmail.com with a copy marked to [email protected] by 24th July,
KYC details pursuant to SEBI Circular dated 3rd November, 2021 in 2023.
Form ISR-1. The Form ISR-1 is also available on the website of the u) Instructions for members for attending the AGM through VC / OAVM
Company: www.mrftyres.com. Attention of the Members holding are as under:
shares of the Company in physical form is invited to go through and i. NSDL will be providing facility for voting through remote
submit the said Form ISR–1.
e-Voting, for participation in the AGM through VC/OAVM facility
q) Members may please note that SEBI vide its Circular dated 25th January, and e-Voting during the AGM.
2022 has mandated the Listed Companies to issue securities in demat
ii. Members may note that the VC/OAVM facility, allows
form only while processing service requests viz. Issue of duplicate
securities certificate; claim from Unclaimed Suspense Account; participation of atleast 1,000 Members on a first-come-first-served
Renewal/Exchange of securities certificate; Endorsement; Sub- basis.
division/Splitting of securities certificate; Consolidation of securities iii. Members will be able to attend the AGM through VC/ OAVM
certificates/folios; Transmission and Transposition. Accordingly, at https://www.evoting.nsdl.com by using their remote e-voting
shareholders are requested to make service requests by submitting a
login credentials and selecting the link available against the EVEN
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 (124175) for Company’s AGM. Members who do not have the
service request can be processed only after the folio is KYC compliant. User ID and Password for e-Voting or have forgotten the User
SEBI vide its notification dated 24th January, 2022 has mandated ID and Password may retrieve the same by following the remote
that all requests for transfer of securities including transmission and e-Voting instructions mentioned below in the Notice.

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iv. Facility of joining the AGM through VC / OAVM shall open v) E-Voting:
30 minutes before the time scheduled for the AGM and In compliance with the provisions of Section 108 of the Act, read with
will be available for Members on first-come-first-served Rule 20 of the Companies (Management and Administration) Rules,
basis. 2014, as amended from time to time, and Regulation 44 of the SEBI
v. Members who need assistance before or during the AGM, can Listing Regulations, the Members are provided with the facility to cast
contact NSDL on [email protected] / 1800-222-990 or contact their vote electronically, through the e-voting services provided by
Mr. Amit Vishal, Senior Manager – NSDL at [email protected] NSDL, on all the resolutions set forth in this Notice.
/022-24994360 or Ms. Prajakta Pawle, at 022-24994545. The remote e-voting period commences on 22nd July, 2023 (9.00 A.M.)
and ends on 26th July, 2023 (5.00 P.M.). During this period, members
vi. Members attending the AGM through VC / OAVM shall be
holding shares either in physical form or in dematerialized form, as
counted for the purpose of reckoning the quorum under Section
on 20th July, 2023 i.e. cut-off date, may cast their vote electronically.
103 of the Act. The e-voting module shall be disabled by NSDL for voting thereafter.
vii. Members are advised to send their queries in advance mentioning Those Members, who will be present in the AGM through VC / OAVM
their name, demat account number / folio number, email id, 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
mobile number to [email protected]. Questions / queries
to vote through e-voting system during the AGM.
received by the Company till 5.00 p.m. on 25th July,2023 shall
only be considered and responded during the AGM. The way to vote electronically on NSDL e-Voting system consists of
“Two Steps” which are mentioned below:
viii. Members who would like to express their views/ask questions Step 1: Access to NSDL e-Voting system
during the meeting may register themselves as a speaker and send
A) Login method for e-Voting and joining virtual meeting for Individual
their request mentioning their name, demat account number/
shareholders holding securities in Demat mode:
folio number, email id, mobile number to [email protected]
between 9.00 a.m. on 21st July, 2023 and 5.00 p.m. on 24th July, In terms of SEBI circular dated 9th December, 2020 on e-Voting facility
provided by Listed Companies, Individual shareholders holding
2023.
securities in Demat mode is allowed to vote through their Demat
ix. The Company reserves the right to restrict the number of questions Account maintained with Depositories and Depository Participants.
and number of speakers, depending on the availability of time for Shareholders are advised to update their mobile number and email ID
the AGM. 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 i. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the
holding securities in following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. On the e-Services Home Page, click on the
Demat mode with NSDL. “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. A new screen will open. You will have to enter your
User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on options available against company name or e-Voting service
provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
ii. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.
iii. Select “Register Online for IDeAS” Portal or click at https://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’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit Demat account
number held 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 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 & voting during the meeting.
Individual Shareholders i. Existing users who have opted for Easi / Easiest, they can login through their user ID and password. Option will be made available
holding securities in to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
Demat mode with CDSL myeasi/home/login or www.cdslindia.com and click on New System - Myeasi.
ii. After successful login of Easi/Easiest the user will also able to see the E Voting Menu. The Menu will have links of e-Voting service
provider i.e. NSDL. Click on NSDL to cast your vote.
iii. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasinew/Registration/
EasiRegistration.
iv. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN from a link in www.cdslindia.
com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account.
After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for
(holding securities in 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
Demat mode) login to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against
through their depository 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
participants remote e-Voting period or joining virtual meeting & voting during the meeting.

6
Important note: Members who are unable to retrieve User ID/ Password Manner of holding shares Your User ID is
are advised to use Forgot User ID and Forgot Password option available at i.e. Demat (NSDL or CDSL)
the above mentioned websites. or Physical
Helpdesk for Individual Shareholders holding securities in Demat mode a) For Members who hold 8 Character DP ID followed by 8 Digit
for any technical issues related to login through Depository i.e. NSDL shares in demat account Client ID. For example, if your DP ID
and CDSL. with NSDL is IN300*** and Client ID is 12******
then your user ID is IN300***12******.
Login type Helpdesk details b) For Members who hold 16 Digit Beneficiary ID. For example, if
shares in demat account your Beneficiary ID is 12**************
Individual Members facing any technical issue to login with CDSL. then your user ID is 12**************
Shareholders holding can contact NSDL helpdesk by sending a
c) For Members holding EVEN Number followed by Folio
securities in Demat request at [email protected] or call at toll free shares in Physical Form. Number registered with the company
mode with NSDL no.: 1800 1020 990 and 1800 224 430 For example, if folio number is 001***
and EVEN is 124175 then user ID is
Individual Members facing any technical issue to login can
124175001***
Shareholders holding contact CDSL helpdesk by sending a request at
securities in Demat [email protected] or 5. Password details for shareholders other than Individual shareholders
mode with CDSL contact at +91 22 2305 8738 or +91 22 2305 8542-43 are given below:
a) If you are already registered for e-Voting, then you can use your
B) Login Method for e-Voting and joining virtual meeting for existing password to login and cast your vote.
shareholders other than Individual shareholders holding securities in
Demat mode and shareholders holding securities in physical mode. b) If you are using NSDL e-Voting system for the first time, you will
need to retrieve the ‘initial password’ which was communicated
How to Log-in to NSDL e-Voting website? to you. Once you retrieve your ‘initial password’, you need to
1. Visit the e-Voting website of NSDL. Open web browser by typing the enter the ‘initial password’ and the system will force you to
following URL: https://www.evoting.nsdl.com/ either on a Personal change your password.
Computer or on a mobile. c) How to retrieve your ‘initial password’?
2. Once the home page of e-Voting system is launched, click on the icon (i) If your email ID is registered in your Demat account or with
“Login” which is available under ‘Shareholder/Member’ section. the company, your ‘initial password’ is communicated to you
3. A new screen will open. You will have to enter your User ID, your on your email ID. Trace the email sent to you from NSDL
Password/OTP and a Verification Code as shown on the screen. from your mailbox. Open the email and open the attachment
Alternatively, if you are registered for NSDL eservices i.e. IDeAS, i.e. a .pdf file. Open the .pdf file. The password to open the
you can log-in at https://eservices.nsdl.com/ with your existing IDeAS .pdf file is your 8-digit client ID for NSDL account, last 8-digit
login. Once you log-in to NSDL eservices after using your log-in of client ID for CDSL account or folio number for shares held
credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast in physical form. The .pdf file contains your ‘User ID’ and
your vote electronically. your ‘initial password’.

4. Your User ID details are given below: (ii) If your email ID is not registered with the Company/
Depositories, please follow steps for registering email ID’s.

7
6. If you are unable to retrieve or have not received the “initial password” 6. You can also take the printout of the votes cast by you by clicking on
or have forgotten your password: the print option on the confirmation page.
a) Click on “Forgot User Details/Password” (If you are holding shares 7. Once you confirm your vote on the resolution, you will not be allowed
in your demat account with NSDL or CDSL) option available on to modify your vote.
www.evoting.nsdl.com.
Process for those shareholders whose email ids are not registered with the
b) “Physical User Reset Password” (If you are holding shares in Depositories/Company for procuring user id and password for e-Voting for
physical mode) option available on www.evoting.nsdl.com. the resolutions set out in this Notice:

c) If you are still unable to get the password by aforesaid two Shareholder/members may send a request to [email protected] for
options, you can send a request at [email protected] mentioning procuring user id and password for e-Voting by providing below
your demat account number/folio number, your PAN, your name mentioned documents.
and your registered address. 1. In case shares are held in physical mode please provide Folio No.,
d) Members can also use the OTP (One Time Password) based login Name of shareholder, scanned copy of the share certificate (front and
for casting the votes on the e-Voting system of NSDL. back), PAN (self attested scanned copy of PAN card), AADHAAR (self
attested scanned copy of Aadhaar Card).
7. After entering your password, tick on Agree to “Terms and Conditions”
by selecting on the check box. 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
8. Now, you will have to click on “Login” button.
master or copy of Consolidated Account statement, PAN (self attested
9. After you click on the “Login” button, Home page of e-Voting will scanned copy of PAN card), AADHAAR (self attested scanned copy of
open. Aadhaar Card).
Step 2: Cast your vote electronically and join General Meeting on NSDL
e-Voting system. If you are an Individual shareholder holding securities in demat mode,
you are requested to refer “Login method for e-Voting and joining virtual
How to cast your vote electronically and join General Meeting on NSDL meeting for Individual shareholders holding securities in demat mode”.
e-Voting system?
General Guidelines for shareholders:
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 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.)
cycle and General Meeting are in active status. are required to send scanned copy (PDF/JPG Format) of the relevant
Board Resolution/ Authority letter and ID proof of the person who is
2. Select “EVEN” of company (EVEN No.: 124175) for which you wish to authorised to vote to the Scrutinizer by e-mail to [email protected]
cast your vote during the remote e-Voting period and casting your vote with a copy marked to [email protected].
during the General Meeting. For joining virtual meeting, you need to
click on “VC/OAVM” link placed under “Join General Meeting”. 2. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
3. Now you are ready for e-Voting as the Voting page opens.
Login to the e-voting website will be disabled upon five unsuccessful
4. Cast your vote by selecting appropriate options i.e. assent or dissent, attempts to key in the correct password. In such an event, you will
verify/modify the number of shares for which you wish to cast your need to go through the “Forgot User Details/Password?” or “Physical
vote and click on “Submit” and also “Confirm” when prompted.
User Reset Password?” Option available on www.evoting.nsdl.com to
5. Upon confirmation, the message “Vote cast successfully” will be reset the password.
displayed.
8
3. In case of any query pertaining to e-voting, Members may refer to the votes cast through remote e-voting and make, not later than
the Frequently Asked Questions (FAQs) for shareholders and e-Voting 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report
user manual for shareholders available at the download section of of the total votes cast in favour or against, if any, to the Chairman or a
www.evoting.nsdl.com or call on Toll Free No.: 1800-222-990 person authorised by him in writing, who shall countersign the same.
or send a request at [email protected]. Any query or grievance 10. The results declared along with the report of the Scrutinizer shall
connected with the remote e-voting may be addressed to Ms. Pallavi be placed on the website of the Company, www.mrftyres.com and
Mhatre, Senior Manager, NSDL, 4th Floor, ‘A’ Wing, Trade World, on the website of NSDL immediately after the declaration of result
Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai by the Chairman or a person authorized by him in writing and also
400 013. Email: [email protected], 1800 1020 990 /1800 224 430. communicate the same to BSE Limited & National Stock Exchange of
Members facing any technical issue in login can contact NDSL India Limited.
helpdesk by sending a request at [email protected] or call at EXPLANATORY STATEMENT
022-48867000 and 022-24997000.
Item No. 3
Members facing any technical issue in login can contact CDSL
helpdesk by sending a request at [email protected] In compliance with the provisions of section 152 of the Companies Act,
or contact at toll free number 1800 22 55 33. 2013, Mr. Varun Mammen retires by rotation at the ensuing annual
4. The voting rights of members shall be in proportion to their general meeting of the Company. Mr. Varun Mammen being eligible has
shareholding in the paid-up equity share capital of the Company as offered himself for re-appointment.
on the cut-off date i.e., 20th July, 2023. Mr. Varun Mammen aged about 40 years is on the Board of the Company
5. Any person, who acquires shares of the Company and become from 04th August, 2017. He is a graduate in Chemical Engineering from the
member of the Company after dispatch of the notice and holding University of Madras, Chennai. He holds a Masters degree (MSc) in Polymer
shares as of the cut-off date i.e, 20th July, 2023, may obtain the Materials Science and Engineering from The University of Manchester, UK.
login ID and password by sending a request at [email protected]. He has also obtained a Masters degree in Business Administration (MBA)
from The Wharton School, University of Pennsylvania, USA. He joined
6. However, if you are already registered with NSDL for remote e-voting
the Company as Deputy General Manager in the Manufacturing Division
then you can use your existing user ID and password for casting
in 2011 and was later promoted as General Manager-Manufacturing in
your vote. If you forgot your password, you can reset your password
the Company. He has undertaken many projects within Manufacturing
by using “Forgot User Details/Password” option available on
to make improvements to the existing processes, resulting in greater
www.evoting.nsdl.com or contact NSDL at the following toll free no.:
efficiency, smoother operations and significant cost savings across all
1800-222-990.
factories. In 2022, he was re-appointed as Whole-time Director of the
7. Mr. N C Sarabeswaran (Membership No.: 009861) Senior Partner, Company.
Messrs. Jagannathan & Sarabeswaran, Chartered Accountants, will
be acting as the Scrutinizer for conducting the voting and remote Mr. Varun Mammen holds 8706 shares of the Company. He is not holding
e-voting process in a fair and transparent manner. any Directorship in other Companies. During the last financial year,
Mr. Varun Mammen attended all the 4 Board meetings of the Company.
8. The Members who have cast their vote by remote e-voting prior to the The details of remuneration paid to Mr. Varun Mammen for the year 2022-
AGM may also attend/ participate in the AGM through VC / OAVM 23 in his capacity as Whole time Director of the Company is as follows:
but shall not be entitled to cast their vote again. (a) Salary and perquisites – `40908506 (b) Commission – `25200000
9. The Scrutinizer shall, immediately after the conclusion of voting at the (c) Total – ` 66108506. Mr. Varun Mammen has not resigned from any
AGM, first count the votes cast during the AGM, thereafter unblock other listed entity in the past 3 years.

9
Mr. Varun Mammen and his relatives may be deemed to be concerned Whole-Time Director and their relatives may be deemed to be concerned
or interested in the resolution. None of the other Directors and key or interested in the above resolution.
managerial personnel are related to Mr. Varun Mammen as envisaged
under the Companies Act, 2013. Further, none of them or their relatives are Since Mr. K M Mammen is deemed to be interested in this resolution, he
concerned or interested, financially or otherwise, in the above resolution. has not participated in the discussion or vote on this item during meeting
of the Nomination and Remuneration Committee when this proposal was
Mr. Varun Mammen has the requisite skills and experience expected considered. Further, all the above directors have not participated in the
of a member of the Board and accordingly, the Board (on the basis of discussion or vote on this item during meeting of the Board when this
the recommendation of the Nomination and Remuneration Committee) proposal was considered.
recommends this ordinary resolution for the approval of the shareholders.
None of the other Directors and key managerial personnel are related
Item No. 4 to Mrs. Ambika Mammen as envisaged under the Companies Act, 2013.
Further, none of them or their relatives are concerned or interested,
In compliance with the provisions of section 152 of the Companies Act, financially or otherwise, in the above resolution.
2013, Mrs. Ambika Mammen retires by rotation at the ensuing annual
general meeting of the Company. Mrs. Ambika Mammen being eligible Mrs. Ambika Mammen has the requisite skills and experience expected
has offered herself for re-appointment. of a member of the Board and accordingly, the Board (on the basis of
the recommendation of the Nomination and Remuneration Committee)
Mrs. Ambika Mammen aged about 68 years is on the Board of the recommends this ordinary resolution for the approval of the shareholders.
Company since 23rd April, 2015. Mrs. Ambika Mammen is a Commerce
Graduate and graduated with honors from Kolkatta University. She did Item No. 5
her schooling in Loreto House, Kolkatta. She has rich experience in
administration and management. She is associated with various social Mr. K M Mammen, Mr Arun Mammen, Mr Rahul Mammen Mappillai,
associations and involved in social activities. Mr Samir Thariyan Mappillai and Mr Varun Mammen (“Promoter Executive
Directors”) were re-appointed/appointed as the Managing Directors/
Mrs. Ambika Mammen holds directorships in Devon Machines Private Whole-time Directors of the Company by resolutions of shareholders
Limited, Pearl Investments & Finance Co. Ltd., Comprehensive Investment passed on 5th January 2019, 9th August 2018 and 4th August 2017 for
& Finance Company Private Limited, Funskool (India) Ltd., Peninsular a period of 5 years.
Investments Private Limited, Coastal Rubber Equipment Private Limited,
Tranquil Investments P. Ltd., Kandathil Investments P. Ltd. and JCEE In October 2021, in view of the uncertainties posed by the COVID
Manufacturing and Services Private Limited. Mrs. Ambika Mammen is not Pandemic and the prospect of a steep drop in profitability, the
a member/chairman of any committees of the Board in which she is a shareholders, by special resolution dated 8th October, 2021 passed by
Director. postal ballot, accorded approval, pursuant to Regulation 17(6)(e)(ii) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations
Mrs. Ambika Mammen holds 2489 shares in the Company. During the last 2015, for continuing payment of remuneration to the Promoter Executive
financial year, Mrs. Ambika Mammen attended all the 4 Board meetings of Directors as per the terms of appointment approved by shareholders,
the Company. The sitting fees paid to Mrs. Ambika Mammen for the year notwithstanding the aggregate remuneration of all the Promoter
2022-23 is `100000. Mrs. Ambika Mammen has not resigned from any Executive Directors exceeding the threshold of 5% of the net profits of
other listed entity in the past 3 years. the Company calculated as per Section 198 of the Companies Act, 2013
(“net profits”). This approval was accorded for the financial years 2021-
Mrs. Ambika Mammen (being the appointee) and her spouse Mr. K M 22 and 2022-23. The aggregate remuneration was however subject to
Mammen, Chairman and Managing Director and her sons Mr. Rahul the ceiling of 10% of net profits prescribed under Section 197 of the
Mammen Mappillai, Managing Director and Mr Samir Thariyan Mappillai, Companies Act, 2013.

10
Subsequent to the passing of the above special resolution dated the limit of 5% of net profits prescribed in Regulation 17(6)(e)(ii). The
8th October 2021, the tenure of the following promoter executive directors Committee noted that despite the challenges faced by the Company
expired and they were re- appointed for a further period of 5 years. during these two years (2021-22 & 2022-23), the turnover of the Company
has increased from `18989 crores to `22578 crores.
1. Mr Rahul Mammen Mappillai – Managing Director – Re-appointed
for a further period of 5 years w.e.f 04.05.2022. The Committee also noted that the aggregate remuneration paid to all Promoter
Executive Directors till the financial year 2020-21 has remained well below
2. Mr Samir Thariyan Mappillai, Whole Time Director – Re-appointed
5% of the net profits of the Company. It is only subsequent to the COVID
for a further period of 5 years w.e.f 04.08.2022.
pandemic and the war in Ukraine, i.e. financial years 2021-22 and 2022-23,
3. Mr Varun Mammen, Whole Time Director – Re-appointed for a the aggregate remuneration has exceeded the 5% threshold prescribed under
further period of 5 years w.e.f 04.08.2022. SEBI Regulations because of the difficult business scenario as explained earlier.
Further the aggregate remuneration for 2022-23 works out to only 7.77% of
Though the special resolution passed on 8th October 2021 for payment the net profits as against 9.05% during the previous year (i.e. 2021-22). The
of aggregate remuneration exceeding 5% under Regulation 17(6)(e)(ii) Committee further noted that the overall growth in aggregate remuneration of
applies to financial year 2022-23 also, in view of the re-appointment the Promoter Executive Directors, over a five year period on a compounded
of Mr. Rahul Mammen Mappillai, Mr. Samir Thariyan Mappillai and annualized basis is only 3.40% (i.e. `75.97 Crores in 2018-19 to ` 89.80
Mr. Varun Mammen in May 2022 and August 2022, fresh approval is Crores in 2022-23), which is lower than the prevailing inflation rates. Given the
required to be taken for the financial year 2022-23. extraordinary circumstances under which the Company’s business operations
As mentioned earlier, the unprecedented situation in the business scenario were carried on and the above mentioned factors, the Committee felt that it
during the financial years 2021-22 and 2022-23 following the COVID would be appropriate to recommend the proposal for approval of shareholders.
pandemic resulted in steep increase in raw material prices thereby
It may be noted that that there is no change in the remuneration package
adversely impacting profitability. The situation was further aggravated by
approved by the shareholders at the time of their appointment and the
the invasion of Ukraine in February 2022 which led to supply chain issues.
remuneration is in accordance with the remuneration policy of the Company.
The overall market scenario limited the Company’s ability to pass on cost
increases fully. This scenario continued during a major part of 2022-23 and It may be further noted that the aggregate remuneration to all Promoter
profitability continued to be under stress except the last quarter when the Executive Directors, to the extent it exceeds 5% of the net profits of the
benefit of lower raw material prices could be realised. Consequently, the Company calculated as per Section 198 of the Companies Act, 2013,
total remuneration of the Promoter Executive Directors, as per the approval will be paid after receipt of the approval of the shareholders as per
granted by shareholders for the financial year 2022-23, has exceeded the Regulation 17(6)(e)(ii).
5% limit set by Regulation 17(6)(e)(ii) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and therefore approval of the The remuneration package comprises of both a fixed pay and a variable
shareholders by way of a special resolution is sought for the same. The total component (which is linked to the performance of the company i.e.
remuneration of `89.80 Crores payable to the Promoter Executive Directors net profits). The detailed terms of remuneration of Promoter Executive
works out to 7.77% of the net profits for the year. Directors as applicable during financial year 2022-23 are follows:-

The Board, on the recommendation of the Nomination and Remuneration A) Monthly salary as applicable for financial year 2022-23
Committee, taking into consideration the valuable contribution made (a) Mr. K M Mammen - `34,31,250/-; b) Mr. Arun Mammen -
by the Promoter Executive Directors to steer the Company in these `32,00,750/; c) Mr. Rahul Mammen Mappillali - `28,21,400/;
challenging times, have approved the proposal to pay remuneration to d) Samir Thariayan Mappillali - `7,00,000/-; and Mr. Varun
them as per the terms and conditions in force, for the financial year ended Mammen `7,00,000/-.
31st March, 2023, notwithstanding the aggregate remuneration exceeding

11
B) Allowances, Commission, perquisites etc., (applicable to all the Companies Act, 2013. Further, none of them or their relatives
Promoter Executive Directors) are concerned or interested, financially or otherwise, in the above
resolution.
(i) Furnished Residential Accommodation.
Accordingly, approval of the shareholders by way of Special
(ii) Perquisites and allowances restricted to two times his annual Resolution is sought for the above proposal.
salary.
The Board recommends the Special Resolution as set out in this notice
(iii) Commission at 1% of net profits, computed in the manner for the approval of shareholders.
mentioned in Section 198 of the Companies Act, 2013,
subject to a ceiling of 36 months’ salary. Item No. 6
(iv) Other benefits like contribution to provident and The Board at its meeting held on 3rd May, 2023 on the recommendations
superannuation funds, gratuity, annual leave with pay / leave of the Audit Committee, has appointed Mr. C Govindan Kutty, Cost
encashment, reimbursement of medical expenses, provision Accountant as the Cost Auditor to conduct the audit of the cost record
of car, medical / personal accident / travel insurance, Club of the Company for the financial year ending 31st March, 2024 on
fees, Telephone etc. a remuneration of `8.40 Lakhs (Rupees Eight Lakhs Forty thousand
only) (excluding taxes, as applicable) plus reimbursement of out of
Interest of Directors
pocket expenses and conveyance.
Mr. K M Mammen, Mr. Arun Mammen, Mr. Rahul Mammen
In accordance with the provisions of section 148 of the Companies
Mappillai, Mr. Samir Thariyan Mappillai, Mr. Varun Mammen, Mrs
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
Ambika Mammen, (spouse of Mr. K M Mammen) and Dr. (Mrs.) Cibi
the remuneration as mentioned above, payable to the Cost Auditor is
Mammen, (spouse of Mr. Arun Mammen) and their relatives may be
required to be ratified by the shareholders of the Company. The Board
deemed to be concerned or interested in the above resolution.
recommends the aforesaid resolution for approval of the shareholders.
It may be noted that Mr. KM Mammen being interested in this
None of the Directors and key managerial personnel of the Company
resolution, did not participate in the discussions of the Nomination &
Remuneration Committee, when the Committee took up consideration or their relatives are concerned or interested, financially or otherwise,
of this proposal. in the above resolution.

Further Mr. KM Mammen, Mr. Arun Mammen, Mr. Rahul Mammen Accordingly, the Board recommends this Ordinary Resolution for the
Mappillai, Mr.Samir Thariyan Mappillai and Mr. Varun Mammen, Mrs approval of the shareholders.
Ambika Mammen and Dr. (Mrs.) Cibi Mammen did not participate in
the discussions of the Board, when the Board took up consideration of By Order of the Board,
this proposal.
None of the other Directors and key managerial personnel are related Chennai S DHANVANTH KUMAR
to the Managing Directors/ Whole-time Directors as envisaged under Date: 03rd May, 2023 Company Secretary

12
THE MASTERS OF
INDIAN ROADS

ANNUAL REPORT 2022-23

CONTENT

PAGE PAGE

1. CHAIRMAN’S MESSAGE 1 11. MANAGEMENT DISCUSSION AND ANALYSIS 33

2. NEW PRODUCT LAUNCH 2-4 12. REPORT ON CORPORATE GOVERNANCE 37

3. MRF T & S 5 13. BUSINESS RESPONSIBILITY

AND SUSTAINABILITY REPORT 54

4. AWARDS AND ACCOLADES 6

14. STANDALONE FINANCIAL STATEMENTS 80

5. ESG 7
15. BALANCE SHEET 92

6. MRF CORP 8
16. STATEMENT OF PROFIT AND LOSS 93

7. MOTORSPORT 9
17. NOTES FORMING PART OF THE
FINANCIAL STATEMENTS 102
8. GROWTH STORY 10-11

18. CONSOLIDATED FINANCIAL STATEMENTS 150

9. BOARD OF DIRECTORS 12

19. FORM AOC-1 212

10. BOARD’S REPORT 13

ANNUAL REPORT 2022 - 2023

CHAIRMAN’S MESSAGE
Dear Shareholders,
In the closing stages of last financial year we were still in the midst of a raw material crisis. The prices of raw
materials were continually increasing necessitating increasing our prices too. Fortunately, over a period of time the
raw material prices have stabilised and this has helped business in the current year.
In the current year we have recorded an all-time high consolidated total income of Rs.23,261 crores which is an
increase of Rs.3,627 crores over the previous year. This huge increase in consolidated total income reveals
the strength of MRF and its products. One of the resounding success of last year was the launching of our Scooter
tyre Zapper C1. It has received excellent response from the customers and it has helped in increasing our
2 wheeler tyre sales.
Last year’s problem of the semi-conductors shortage has more or less disappeared and the production level of
automobile industries have reflected this. Electric vehicles are now coming out in each of the categories and it will
take some time before we can see how this trend plays out.
The Tractor tyre sales, which was rather muted last year, has shown encouraging results in the current year. With
MRF leading in product preference in Farm tyres, this has also helped increase our sale.
Brand Finance, the world’s leading brand valuation consultancy has released the Automotive Industry 2023 study
and ranked MRF Tyres as the 2nd Strongest Tyre Brand in the World.
As we continue to be the market leader, it is essential for us to play an active role in decarbonizing our operations
thereby helping India meet the target of Net Zero emission by 2070. To support this goal, we have set phase-wise
targets and commitments to improve our sustainability performance in the coming years.
I wish to thank the Shareholders, Investors, Central and State Governments, Lenders, Suppliers and Customers for
their great support during these trying times. I also thank all my colleagues on the board for their continued
support.
Best Wishes,

K.M. MAMMEN
Chairman & Managing Director

∙ ∙ 01 ∙ ANNUAL REPORT 2022 - 2023

NEW PRODUCT LAUNCH
PASSENGER CAR TYRES

MRF PERFINZA
New sizes were introduced in the premium and luxury MRF Perfinza
series of tyres for Audi, BMW, Jaguar, Mercedes-Benz and Volvo cars in
245/50 ZR18, 245/40 ZR18 and 235/55 ZR17 sizes.

MRF MARKUS
New sizes were introduced in the premium SUV tyre brand MRF Markus
for the premium SUV’s of Audi, BMW, Mercedes-Benz, Volvo, Jeep, Hyundai
and VW in 225/50 R18, 225/55 R18 and 235/50 R18 sizes.

MRF CITIBUS
MRF Citibus was introduced exclusively for the Force Traveller and Toyota
Innova. The tyre delivers outstanding comfort, superior grip in all road
conditions and high mileage.

ANNUAL REPORT 2022 - 2023 ∙ 02 ∙ ∙

NEW PRODUCT LAUNCH
TWO WHEELER TYRES

110/90-18
MRF MOGRIP METEOR M TT
Block pattern rear tube-type tyre developed for Royal Enfield Classic 350.

110/90-10
MRF ZAPPER TL
Tubeless rear tyre for Yamaha Fascino125 BS6 scooter.

110/70-12, 90/90-12, 100/80-12

MRF ZAPPER N TL
Tubeless tyre developed for Electric Scooters.

∙ ∙ 03 ∙ ANNUAL REPORT 2022 - 2023

NEW PRODUCT LAUNCH
COMMERCIAL VEHICLE TYRES

MRF SUPER MILER 99 PLUS

Steer-axle tyre with a superior compound for cooler running and higher
tread mileage. Strong casing for better retreadability. Specially designed
shoulder and tread for faster heat dissipation. Available in 10.00-20 and
295/95-D20 sizes.

MRF SUPER LUG FIFTY PLUS R

7.00-15 and 195/80 D15 tyres were launched under the Super Lug Fifty
Plus R brand, improving on overall tyre life and load carrying capability.

MRF SAVARI EXTRA

MRF Savari Extra is a long-life tyre for SCV’s with a premium skid depth
and dual tread compound for cooler running. The footprint has been
optimised for even wear. The sipe integrated 5-rib pattern delivers
excellent dry and wet traction.

ANNUAL REPORT 2022 - 2023 ∙ 04 ∙ ∙

MRF T&S

DELIGHTING THE CUSTOMER

WITH WORLD-CLASS TYRE
CARE SERVICES
MRF T&S (Tyres & Service) is a world-class sales
and service outlet offering a unique tyre buying
and service experience. MRF T&S outlets stock
the entire range of MRF tyres and tubes and are
equipped to provide services like computerized
wheel balancing and alignment, automated tyre
changing, nitrogen filling and tubeless tyre
repairs by MRF trained service personnel in a
comfortable air-conditioned ambience.

∙ ∙ 05 ∙ ANNUAL REPORT 2022 - 2023

AWARDS AND ACCOLADES

BRAND FINANCE AUTOMOTIVE

INDUSTRY 2023
Brand Finance an International Brand Valuation consultancy
has ranked MRF Tyres as the 2nd strongest tyre brand in the
world and the most valuable Indian tyre brand. MRF Tyres was
also ranked as the second fastest growing tyre brand in the
world. In Sustainability Perceptions Value, Brand MRF is
ranked among the Top 10 brands globally in the Tyre Sector.

MARUTI SUZUKI INDIA LIMITED

MRF was recognized for Overall Performance for the year
2022-23.

ISUZU MOTORS INDIA

MRF received the Supplier Quality Award 2023 for Best Quality
Performance for the year 2022-23.

ANNUAL REPORT 2022 - 2023 ∙ 06 ∙ ∙

ESG
ENVIRONMENT
Renewable Energy
Agreements have been signed for purchasing solar power for the plants in Tamil Nadu and hybrid power
(solar and wind) for the Gujarat plant which will reduce the carbon footprint.

Alternative Fuel
Replacement of furnace oil-based steam generation with alternate gas-based steam generation and use
of biomass as alternate fuel for boilers have been initiated.

Water Conservation
Construction of waste water treatment facility in several plants is underway. Agreements have been signed
for using treated municipal sewage water at the Perambalur plant. The treated water will be used in the
manufacturing process.

Sustainable Sourcing
Most of MRF's purchases are from suppliers in the A and A+ categories (who are governed by MRF’s
Supplier Sustainable Policy and Green Procurement Policy) as well as from B category suppliers who are
ISO 14001 certified.

SOCIAL
MRF continued its focus on employee well-being including their health, safety and upskilling. As a responsible
corporate citizen, MRF carried out several CSR projects in education, health care, skill development and
infrastructure for the communities in which it operates.

GOVERNANCE
Formal processes are in place to oversee key ESG initiatives. MRF continues to work towards creating
sustained long-term value for its stakeholders by adopting prudent fiscal practices and sound business
strategy.

∙ ∙ 07 ∙ ANNUAL REPORT 2022 - 2023

MRF CORP THE PAINT DIVISION

MRF Corp has achieved a value growth of 32% over the

preceding year. The annual plant capacity utilization
rose by 35% over the previous year. MRF Corp launched
various new products like Zameen 2KPU Floor Coat,
Altura Metalic, Vilasa Wall Putty, WoodCoat Total Matt
and Italia.

ANNUAL REPORT 2022 - 2023 ∙ 08 ∙ ∙

MOTORSPORT

MRF TRIUMPHS IN EUROPE

Motorsports in 2022-2023 saw Team MRF Tyres win the acclaimed FIA
European Rally Championship (ERC) for the first time against
International competition in the third year of participating in this top
level competition. Efren Llarena and Sara Fernandez created history for
MRF Tyres by winning the Championship.

DOMESTIC NATIONAL
CHAMPIONSHIPS
MRF Drivers not only shone abroad but were able to bring home
the prestigious Indian National Rally Championships for the third
consecutive Championship in 2022 thereby proving their mettle both
abroad and at home.

MRF promoted motorsports across the country by conducting the

National Championships for Indian Motorcycles in the Indian National
Motorcycle Racing Championship, Indian National 2-Wheeler Rally
Championship, the MRF Mogrip National Supercross Championship and
the ever growing Indian National Car Racing Championships. This was
promoting our Indian riders and drivers to achieve National level highs
before going on to attempt International Championships.

∙ ∙ 09 ∙ ANNUAL REPORT 2022 - 2023

GROWTH STORY
PROFIT BEFORE TAXATION RESERVES
Standalone ` in crores Standalone ` in crores

3606 14505
13773
13175

12000

10649

9600

8540
2066

7157
1700
1602 1609

1399
1339
1227
1119 4513

879 3641
2016*

2016*
MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR
2013

2014

2017

2018

2019

2020

2021

2022

2023

2013

2014

2017

2018

2019

2020

2021

2022

2023
SEP

SEP

SEP

SEP

*For the 18 months period ended 31.03.2016

ANNUAL REPORT 2022 - 2023 ∙ 10 ∙ ∙

GROWTH STORY
REVENUE FROM OPERATIONS NET WORTH
Standalone ` in crores Standalone ` in crores

22578 14509
22162
13777
13179

18989 12004

10653
15837 15991 15922
15181 9604
14749

13198 8544
12131
7161

4518

3645
2016*

2016*
MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR

MAR
2013

2014

2017

2018

2019

2020

2021

2022

2023

2013

2014

2017

2018

2019

2020

2021

2022

2023
SEP

SEP

SEP

SEP

*For the 18 months period ended 31.03.2016

∙ ∙ 11 ∙ ANNUAL REPORT 2022 - 2023

BOARD OF DIRECTORS
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

ASHOK JACOB JACOB KURIAN RAMESH RANGARAJAN

V. SRIDHAR Dr. CIBI MAMMEN DINSHAW KEKU PARAKH
VIJAY R. KIRLOSKAR AMBIKA MAMMEN ARUN VASU*
RANJIT I. JESUDASEN VIMLA ABRAHAM VIKRAM CHESETTY*
Dr. SALIM JOSEPH THOMAS VIKRAM TARANATH HOSANGADY PRASAD OOMMEN*

Company Secretary *w.e.f. 09.05.2023

S. DHANVANTH KUMAR

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

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

ANNUAL REPORT 2022 - 2023 ∙ 12 ∙ ∙

Ten Year Financial Summary (Standalone) 2023 2022 2021 2020 2019 2018 2017 2014-16 2014 2013
` Crores Revenue from Operations 22578 18989 15922 15991 15837 15181 14749 22162 13198 12131
Other Income 248 315 207 331 417 329 329 321 65 29
Total Income 22826 19304 16129 16322 16254 15510 15078 22483 13263 12160
Profit Before Taxation 1119 879 1700 1399 1609 1602 2066 3606 1339 1227
Provision for Taxation 303 232 451 4 512 510 615 1132 441 425
Profit after Taxation 816 647 1249 1395 1097 1092 1451 2474 898 802
Share Capital 4.24 4.24 4.24 4.24 4.24 4.24 4.24 4.24 4.24 4.24
Reserves 14505 13773 13175 12000 10649 9600 8540 7157 4513 3641
Net Worth 14509 13777 13179 12004 10653 9604 8544 7161 4518 3645
Fixed Assets Gross 19930 16442 15018 14133 10780 9028 7560 6307 6954 5834

BOARD’S REPORT The Company’s exports (including Indian Rupee Exports) stood at ` 1866
crores for the financial year ended 31st March, 2023, as against ` 1779
Your Directors have pleasure in presenting to you the Sixty Second Annual
Report and the Audited Financial Statements for the financial year ended crores for the previous year.
31st March, 2023. Revenue from operations for 2022-23 registered good growth over the
Standalone Financial Results previous year. The increase in sales was a result of growth in all product
` Crores groups. The unprecedented increase in raw material prices, which was
witnessed during financial year 2021-22 due to the COVID pandemic and
2022-2023 2021-2022
also the war in Ukraine, extended into the current financial year. Despite
Total Income 22826 19304
efforts being taken to pass on the cost increases in a graduated manner,
Profit before tax 1119 879 the profitability continued to be low during the first three quarters of the
Provision for taxation 303 232 year. With easing of raw material prices during the later part of the year,
Profit for the year 816 647 the benefits of lower raw material cost resulted in better profitability in the
Performance Overview fourth quarter.

During the financial year ended 31st March, 2023, your Company’s total It is a matter of pride that Brand Finance, which is one of the world’s
income was ` 22826 crores as against ` 19304 crores in the previous year, leading independent brand valuation and strategy consultancy, with
recording a growth of 18%. The profit before tax stood at ` 1119 crores headquarters in London, has rated MRF as the second strongest Tyre brand
for the year as against ` 879 crores for the previous financial year. The net in the world besides being the most valued Tyre brand in India.
provision for tax (current tax and deferred tax) for the year is `303 crores
(previous year ` 232 crores). After making provision for income tax, the As required under regulation 34 of the SEBI (Listing Obligations and
net profit for the year ended 31st March, 2023 is ` 816 crores as against Disclosure Requirements) Regulations, 2015, the Management Discussion
` 647 crores for the previous financial year. and Analysis Report is attached and forms part of this Report.

13
Dividend the aggregate Loss for the year was ` 48 crores. This is due to MRF SG
PTE. LTD, paying a sum of ` 82 crores, being the price adjustment under
Two interim dividends of ` 3/- each per share (30% each) for the financial Bilateral Advance Pricing Arrangement (BAPA) payable to MRF Limited for
year ended 31st March, 2023 were declared by the Board of Directors on the financial year 2015-16 to 2023-24.
8th November, 2022 and on 9th February, 2023. The Board of Directors
is pleased to recommend a final dividend of ` 169/- (1690%) per share A statement in Form AOC-1, containing the salient features of the financial
of ` 10 each on the paid up equity share capital of the Company, for statements of the Company’s subsidiaries is attached with the financial
consideration and approval of the shareholders at the forthcoming Annual statements. The statement provides details of performance and financial
General Meeting which shall be subject to deduction of applicable position of each of the subsidiaries.
income tax at source. The total dividend for the financial year ended
The contribution of the subsidiaries to the overall performance of the
31st March, 2023 works out to ` 175/- (1750%) per share of ` 10 each. company is given in note 25d of the consolidated financial statements.
The above dividend declared by the Company is in accordance with
dividend distribution policy of the Company. During the year under review, your Company has entered into transactions
with MRF SG PTE. LTD, a wholly owned subsidiary of your Company for
The Directors recommend that after considering provision for taxation purchase of raw materials and the total value of transactions executed
and the dividend paid during the year, an amount of ` 753 crores be during financial year 2022-2023, exceeded the materiality threshold
transferred to general reserve. With this, the Company’s Reserves and adopted by the Company. These transactions were in the ordinary course
Surplus stands at ` 14505 crores. of business and were on an arms length basis, details of which are provided
Industrial Relations 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
Overall, the industrial relations in all our manufacturing units have been (Accounts) Rules, 2014.
harmonious and cordial. Long term wage settlements have been concluded
in our factories at Thiruvottiyur in Tamil Nadu, Goa and Ankenpally in Directors’ Responsibility Statement
Telangana. Both production and productivity were maintained at the As required under section 134(3)(c) of the Companies Act, 2013, your
desired levels throughout the year in all Plants. Directors state that:
Consolidated Financial Results and Performance of Subsidiaries a) In the preparation of the annual accounts, the applicable Accounting
The consolidated financial statements of the Company prepared in accordance Standards have been followed and that there are no material
with the Companies Act, 2013 and applicable accounting standards form part departures;
of the Annual Report. The consolidated total income for 2022-23 was `23261 b) They have, in selection of the accounting policies, consulted the
Crores and consolidated profit before tax was `1070 Crores. statutory auditors and applied them consistently, making judgments
and estimates that are reasonable and prudent so as to give a true
Pursuant to the provisions of section 136 of the Companies Act, 2013, and fair view of the state of affairs of the Company at the end of the
the financial statements, consolidated financial statements along with the financial year and of the profit of the Company for the year ended
relevant documents and audited accounts of subsidiaries are available on 31st March, 2023;
the website of the Company.
c) Proper and sufficient care has been taken for the maintenance of
The Company has four subsidiaries viz. MRF Corp Limited, adequate accounting records in accordance with the provisions
MRF International Limited, MRF Lanka (P) Ltd. and MRF SG PTE. LTD. of the Companies Act, 2013 for safeguarding the assets of the
The aggregate turnover of all four subsidiaries in equivalent Indian Rupees Company and for preventing and detecting fraud and other
during the financial year ended 31st March, 2023 was `2326 crores and irregularities;

14
d) Annual accounts have been prepared on a going concern basis; Conservation of Energy, Technology Absorption and Foreign Exchange
e) Internal financial controls had been laid down and followed by the Earnings and Outgo
Company and such internal financial controls are adequate and Information as required to be given under section 134(3)(m) read with Rule
were operating effectively; and 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure I,
f) Proper systems to ensure compliance with the provisions of all forming part of this Report.
applicable laws have been devised and such systems were adequate
Corporate Social Responsibility (CSR)
and operating effectively.
Risk Management As required under section 135 of the Companies Act, 2013, the CSR
Policy was formulated by the CSR Committee and thereafter approved
The company has developed and implemented a detailed risk management by the Board. CSR Policy is available on the Company’s website:
policy for the Company including identification therein of elements of https://www.mrftyres.com/investor-relations/corporate-social-
risk, if any, which in the opinion of the Board may threaten the existence responsibilty The details of the CSR initiatives undertaken during the
of the Company as required under the Companies Act, 2013 read with financial year ended 31st March, 2023 and other details required
Regulation 21 of the Listing regulations. The Company has constituted to be given under section 135 of the Companies Act, 2013 read with
a Risk Management Committee of the Board comprising of executive the Companies (Corporate Social Responsibility Policy) Rules, 2014 as
directors and an independent director of the Company as required amended are given in Annexure II forming part of this Report.
under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Committee reviews the Board and Key Management Personnel
risk management initiatives taken by the Company on a half yearly basis During the year under review, the following Managing Directors / Whole-
and evaluate its impact and the plans for mitigation. During the year the time Directors were re-appointed:
Committee met on 9th September, 2022 and 3rd March, 2023.
1. Mr. Rahul Mammen Mappillai (DIN: 03325290) as Managing
Adequacy of Internal Financial Control Director for a term of five years with effect from 4th May, 2022. The
Internal financial control means the policies and procedures adopted by aforesaid appointment was approved by the shareholders by postal
the Company for ensuring the orderly and efficient conduct of its business, ballot on 3rd May, 2022.
including adherence to Company’s policies, the safeguarding of its assets, 2. Mr. Samir Thariyan Mappillai (DIN: 07803982) and Mr.Varun
timely prevention and detection of frauds and errors, the accuracy and Mammen (DIN: 07804025) as Whole-time Directors of the
completeness of the accounting records, and the timely preparation of Company for a term of five years with effect from 4th August, 2022.
reliable financial information. The Company has put in place well defined The aforesaid appointment was approved by the shareholders at the
procedures, covering financial and operating functions. Delegation of Annual General Meeting of the Company held on 4th August, 2022.
authority and segregation of duties are also addressed to ensure that the
financial transactions are properly authorized. Further the Company has 3. Mr. Arun Mammen (DIN: 00018558) as Managing Director of the
an integrated ERP system connecting head office, plant and other locations Company (with the designation “Vice Chairman and Managing
to enable timely processing and proper recording of transactions. Physical Director” or such other designation as approved by the Board from
verification of fixed assets is carried out on a periodical basis. The Internal time to time) for a term of five years with effect from 1st April 2023.
audit department reviews the effectiveness of the internal control systems The aforesaid appointment was approved by the shareholders by
and key observations are reviewed by the Audit Committee. These, in the postal ballot on 31st March, 2023.
view of the Board, are designed to collectively provide an adequate system Further, in November 2022, the Board decided to induct new Independent
of internal financial control with reference to the financial statements Directors taking into consideration that six of the serving Independent
commensurate with the size and nature of business of the Company. Directors (viz. Mr. Ashok Jacob, Mr. V Sridhar, Mr. Vijay R Kirloskar,

15
Mr. Ranjit I Jesudasen, Dr. Salim Joseph Thomas and Mr. Jacob Kurian) are of Independent Directors within the statutory timeline as required under
due to retire in September 2024. Since these six Independent Directors are Rule 6 of the Companies (Appointment and Qualification of Directors)
serving their second term, they will retire in September 2024 and will be Rules, 2014. Out of the above new Independent Directors, two Directors
stepping down from the Board. Therefore, as part of the plan for orderly are required to appear for the online proficiency test within a period of
succession to the Board of Directors and to facilitate a smooth transition, two years.
the Board at its meeting held on 8th November 2022 decided to induct
Performance evaluation of the Board, its Committees and Directors
three new Independent Directors and subsequently at its meeting held on
9th February 2023 three more Independent Directors. The details of these The Board of Directors has made a formal annual evaluation of its own
new Independent Directors are given below: performance and that of its committees pursuant to the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
1. Mr. Vikram Taranath Hosangady (DIN: 09757469), Mr. Ramesh
Requirements) Regulation, 2015. The evaluation was done based on
Rangarajan (DIN: 00141701) and Mr. Dinshaw Keku Parakh
the evaluation criteria formulated by Nomination and Remuneration
(DIN: 00238735) were appointed as Independent Directors by the
Committee which includes criteria such as fulfilment of specific functions
shareholders of the Company by postal ballot on 21st December
prescribed by the regulatory framework, adequacy of meetings, attendance
2022. The appointment of the said Independent Directors took effect
and effectiveness of the deliberations etc.
from 7th February 2023.
2. Mr. Arun Vasu (DIN: 00174675), Mr. Vikram Chesetty (DIN: The Board also carried out an evaluation of the performance of the
01799153) and Mr. Prasad Oommen (DIN: 00385082) were also individual Directors (excluding the Director who was evaluated) based
appointed as Independent Directors by the shareholders of the on their attendance, participation in deliberations, understanding the
Company by postal ballot on 31st March, 2023. The appointment Company’s business and that of the industry and in guiding the Company
of the said Independent Directors will take effect upon receipt of in decisions affecting the business and additionally in case of Independent
requisite regulatory approvals. Directors based on the roles and responsibilities as specified in Schedule
IV of the Companies Act, 2013 and fulfilment of independence criteria
As required under Section 152 of the Companies Act, 2013, Mr Varun
and independence from management.
Mammen (DIN: 07804025), Whole time Director and Mrs. Ambika
Mammen (DIN: 00287074), Director of the Company, retire by rotation at Corporate Governance
the forthcoming Annual General Meeting and being eligible have offered
In accordance with Regulation 34 of the SEBI (Listing Obligations and
themselves for re-appointment.
Disclosure Requirements) Regulations, 2015, a Report on Corporate
The Company has received declarations of independence from all Governance along with the Auditors’ Certificate confirming compliance
the Independent Directors confirming that they meet the criteria of is attached and forms part of this Report.
independence as prescribed under section 149(6) of the Companies
Following information required to be disclosed as per the Companies Act,
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
2013 are set out in the Corporate Governance Report:
Regulations, 2015 and that they are independent from Management.
a) Number of Board meetings held - Para 2(c) of the Corporate
The Board is of the opinion that all the Independent Directors of the
Governance Report.
Company are person’s of integrity and possess relevant expertise and
experience (including the proficiency) to act as Independent Directors b) Constitution of the Audit Committee and related matters - Para 3(ii)
of the Company. The Independent Directors of the Company have and 14(o) of the Corporate Governance Report.
confirmed that they have been registered with the Indian Institute of c) Remuneration Policy of the Company (including directors
Corporate Affairs, Manesar and have included their name in the databank remuneration)- Para 7a of the Corporate Governance Report.

16
d) Company’s policy on directors’ appointment including criteria write to the Company Secretary and the same will be furnished to the
for determining qualifications, positive attributes, independence members.
of a director and other matters provided under sub-section (3) of
During the financial year under review, the Company has not received
section 178 - Para 5, 6 of the Corporate Governance Report. The
any complaint under The Sexual Harassment of Women at Workplace
nomination and remuneration policy is also available on the website
(Prevention, Prohibition and Redressal) Act, 2013. Further, Company
of the Company. https://www.mrftyres.com/downloads/download.
has complied with provisions relating to the constitution of Internal
php?filename=nominatio-%20and-remuneration-policy.pdf
Complaints Committee under the Sexual Harassment of Women at
e) Related Party Transactions - Para 14(a) of the Corporate Governance Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Report.
Deposits
f) Vigil Mechanism - Para 14 (c) of the Corporate Governance Report
Your Company had discontinued acceptance of fixed deposits with
The details of related party transactions are given in note 28d of the
effect from 31st March, 2019 and all deposits have been repaid. No fresh
financial statements.
deposits have been accepted subsequently.
Business Responsibility and Sustainability Report
Auditors
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility and M M Nissim & CO LLP, Chartered Accountants, (Firm Regn No. 107122W
Sustainability Report of the Company for the financial year ended / W100672), Mumbai and Messrs. Sastri & Shah, Chartered Accountants
31st March 2023 in the prescribed format, giving an overview of the (Firm Regn No.: 003643S), Chennai were appointed as joint statutory
auditors of the Company for a term of 5 (five) consecutive years, at the
initiatives taken by the Company from an environmental, social and
Annual General Meeting of the company held on 12th August, 2021 and
governance perspective, forms part of this Annual Report.
4th August, 2022.
Particulars of Employees
Auditors Report to the shareholders for the financial year ended
Disclosures with respect to the remuneration of the Directors, KMP’s 31st March, 2023, does not contain any qualification.
and Employees as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Cost Audit
Remuneration of Managerial Personnel) Rules, 2014 are given in The Board of Directors, on the recommendations of the Audit Committee,
Annexure V to this Report. has approved the re-appointment of Mr. C. Govindan Kutty, Cost Accountant
(Mem. No. 2881), as Cost Auditor of the Company for the financial year
Further, the disclosures pertaining to remuneration of employees as ending 31st March, 2024, under section 148 of the Companies Act, 2013,
required under Section 197(12) of the Companies Act, 2013 read with and recommends ratification of his remuneration by the shareholders at the
Rule 5 (2) and (3) of the Companies (Appointment and Remuneration forthcoming Annual General Meeting of the Company.
of Managerial Personnel) Rules, 2014 have been provided in the
appendix forming part of this report. Having regard to the provisions Secretarial Audit
of Section 136(1) read with relevant provisions of the Companies Act, Pursuant to provisions of Section 204 of the Companies Act, 2013
2013, the Annual Report excluding the aforesaid information is being read with rule 9 of the Companies (Appointment and Remuneration of
sent to the members of the Company. The said information is available Managerial Personnel) Rules, 2014, your Company engaged the services
for inspection at the Registered Office of the Company during working of Mr K Elangovan, Elangovan Associates, Company Secretaries, Chennai
hours and any member interested in obtaining such information may to conduct the Secretarial Audit of the Company for the financial year

17
ended 31st March, 2023. The Secretarial Audit Report (in Form MR-3) is During the year under review, the Board confirms that the Company has
attached as Annexure-III, to this Report. The Secretarial Auditor’s Report complied with the applicable Secretarial Standards issued by the Institute
to the shareholders does not contain any qualification. of Company Secretaries of India.

Annual Return During the year under review, no fraud has been reported by the auditors
to the audit committee or the board.
The Annual Return as required under Section 92 and Section 134
of the Companies Act, 2013 read with Rule 12 of the Companies During the year under review, there is no change in the nature of business
(Management and Administration) Rules, 2014 is available on the of your Company.
Company’s website: www.mrftyres.com. Weblink:https://www. During the year under review, the Company has allotted 15,000 listed,
mrftyres.com/investor-relations/annual-return unsecured, rated, redeemable, taxable, non-convertible debentures
aggregating to ` 150 Crores on a private placement basis.
Other Matters
As regards Cost Audit Records, it is confirmed that the Company is covered
There are no material changes and commitments affecting the financial
by Cost Audit Records Rules under section 148(1) of the Companies
position of the Company between the financial year ended 31st March, Act, 2013 and accordingly, such accounts and all relevant records are
2023 and the date of this report. maintained by the Company.
During the year under review, there were no material and significant Appreciation
orders passed by the regulators or courts or tribunals impacting the going
Your Directors place on record their appreciation of the invaluable
concern status and the Company’s operations in future.
contribution made by the Company’s employees which made it possible
The Competition Commission of India (‘CCI’) had on 2nd February, 2022 for the Company to achieve these results. They would also like to take
released its order dated 31st August, 2018, imposing penalty on certain this opportunity to thank customers, dealers, suppliers, bankers, financial
tyre manufacturers including the Company and also the Automotive Tyre institutions, business associates and valued shareholders for their
continued support and encouragement.
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
of by remanding the matter to CCI for review after hearing the parties. In On behalf of the Board of Directors
February 2023 CCI has filed an appeal against the order of NCLAT before
the Hon’ble Supreme Court and the same is pending disposal.
Chennai K M MAMMEN
Details of investments as required under section 134 of the Companies 03rd May, 2023 Chairman & Managing Director
Act, 2013 is given in note 3 to the financial statements. DIN: 00020202

18
ANNEXURE I TO THE BOARD’S REPORT d) Close monitoring of optimized scheduling in production
equipment to avoid equipment idle time and to reduce
A.CONSERVATION OF ENERGY the specific energy through Energy monitoring system.
Energy Conservation continuous to be a key focus area for the e) Parallel implementation of pneumatic based system to
manufacturing plants and related functions. Scheduled monthly hydraulic based system to reduce the compressor energy.
performance review, continuous improvement program help to
optimize, reduce specific consumption of fuel, power and water. (ii) The following steps were taken by company to increase
Benchmarking of best performance, base lining of best consumption utilization/ alternate source of energy.
and identification of losses is considered for setting targets. Energy • a) Usage of clean fuels like CNG for boilers.
Monitoring system section wise data is analysed to arrive at
mitigation plans and improvements on renewable energy, alternate • b) Sourcing of more power from renewable energy and
fuels, bio-fuels and clean sources of energy are being evaluated for clean fuels with focus on reduction of carbon foot prints.
immediate and future requirements. c) Installation of solar based outdoor lightings under
(i) The steps taken or impact on energy conservation: consideration.
The following measures implemented to reduce specific fuel d)• Evaluation of bio mass based steam generation in place
consumption. of coal based steam generation.
a) Identifying losses in process lines and correction of leaks e) Installation of waste water treatment plants to reuse in the
to reduce the steam consumption. process.
b) Improving utilization by isolation of lower utilized (iii) Capital Investment on Energy conservation projects:
process lines to minimize thermal energy losses. Investments have been carried out for energy conservation
c) Targets were set based on best shift energy consumption proposals resulting in long term saving impact and reduction
from energy monitoring system. of losses in the system.
d) Deployment of nitrogen based cure process to minimize Key projects initiated are listed below.
the process energy requirement. a) Extension of nitrogen system to reduce the energy
e) Reduction of process steam requirement by modifying consumption.
the reduced process pipe lines. b) Reduction of process steam and power consumption by
f) Participation of process owners in data analysis process changes.
from energy monitoring system to improve energy c) PLC based control system for evacuating hot air from the
performance. process.
g) Utilization of process waste heat to improve steam d) Conversion of pneumatic based system to hydraulic
generation efficiency. based system to reduce the compressor energy.
The following measures were implemented to reduce specific Key On-going proposals are as listed below
power consumption.
a) Recycling of municipal waste water, effluent treatment
a) Introduction of energy efficient air compressors for base plant (ETP) and sewage treatment plant (STP) to reuse in
load operation to optimize power requirements. process.
b) Air leak study, continuous monitoring and correction of b) Blending of bio fuel in coal based steam generation system.
air leaks in plants to reduce the compressor energy.
c) Identifying lower specific energy consuming machines
c) Replacement of old motors with new energy efficient and utilizing to maximum level to reduce total energy
motors. consumption.

19
 d) Increased rain water recovery to optimize the sourcing sustainable raw materials in all our tyres. To meet the emission
water requirement. norms under R117 and AIS 142 standards, we developed
e) Undertaking of sustainability and net zero carbon several low RR tyres which were approved by Indian and
initiatives to achieve targets. global passenger car OEMs. Similar activities are underway in
tyres for commercial vehicles as well. Our company is in the
B.TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATIONS process of adopting sustainability goals and targets in-line with
1.Efforts made towards technology absorption, adaptation and the net-zero target of Govt. of India, Paris Climate Change
innovation: Agreement and COP resolutions.
a. Joint R&D with Indian and foreign universities and research 2. Benefits derived as a result of the above efforts:
institutes: The in-house and joint R&D programs resulted in knowledge and
Our company has a robust in-house R&D for technology and confidential information to maintain technological superiority in
product excellence. However, towards continued excellence the market. Development of low rolling resistance tyres with an
in the ever-evolving tyre technology, we work on R&D increased share of renewable materials resulted in more sustainable
projects with Institutions of Eminence in India and abroad. tyres. Efforts towards import substitution of raw materials such as
The projects cover a broad range of comprehensive scientific resins, rubber, accelerators, antioxidants, wax, process aids, etc.
understanding of the interfaces in tyres, materials and design resulted in cost-saving as well as a positive direction towards the
parameters on noise-vibration-harshness (NVH), exploration Atmanirbhar Bharat initiative of the Govt. of India.
of new-and sustainable (bio-derived) materials, and nano- 3. Details of imported technology (imported during last 3 years
and nanostructured materials with the overall stated aim of reckoned from the beginning of the financial year).
the company to continuously advance green and sustainable
No technology was imported during the last 3 years and MRF is self
tyre technologies. The joint R&D programs result in PhDs,
reliant with regard to tyre technology for several decades.
international publications and patents.
4. Expenditure incurred on Research and Development:
b. New product and material development, elimination of
(` Crores)
hazardous materials, etc.:
2022-2023
To improve sustainability of products, our company is working R & D Expenses
on the multipronged 4R strategy, that is reduce (reduction in
(a) Capital 25.15
CO2 emission by low RR tyres) – recycle (usage of recycled
materials from end-of-life tyres as raw materials for new tyres) (b) Recurring 109.92
– reuse (by making multiple re-treadable tyres and doing C. FOREIGN EXCHANGE EARNINGS & OUTGO
the retreading process by itself) and renewable (critical raw (` Crores)
materials with lower carbon footprint from environmentally 2022-2023
sustainable sources such as biomass, waste, etc.).
Foreign Exchange Earnings 1763.33
Towards import substitution, we have initiated joint
Foreign Exchange Outgo 5117.88
development programs for raw materials such as sulphur,
resource-formaldehyde resin, accelerators, antioxidants, butyl
rubber, halo butyl rubber, microcrystalline wax, super tackifier
resin, etc. with domestic suppliers. On behalf of the Board of Directors
c. Key product developments: K M MAMMEN
Our company has adopted sustainability as an integral part Chennai Chairman & Managing Director
of our business policy. We have improved the share of 03rd May, 2023 DIN: 00020202

20
ANNEXURE II TO THE BOARD’S REPORT
ANNUAL REPORT ON CSR ACTIVITIES FOR FINANCIAL YEAR ENDED 31ST MARCH, 2023
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, provide safe drinking
water, skill development, sports training, disaster management and environmental protection.
2. Composition of CSR Committee:
Sl. No. Name of Director Designation/Nature of Directorship Number of meetings Number of meetings of
of CSR Committee CSR Committee attended
held during the year during the year
1 Mr. K M Mammen Chairman & Managing Director & Chairman of CSR 4 4
Committee
2 Mr. Arun Mammen Vice Chairman & Managing Director & Member of CSR 4 4
Committee
3 Mr. Rahul Mammen Mappillai Managing Director & Member of CSR Committee 4 4
4 Mr. Ranjit I Jesudasen Independent Director & Member of CSR Committee 4 4
3. 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
4. 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: Weblink : 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 12 months from the completion of the project. Accordingly impact assessment was carried out in respect of the MRF Pace Foundation and
MRF Institute of Driver Development for the financial year 2020-21. The executive summary in respect of these assessments are given below:-
Executive Summary of Impact Assessment Report
Pace Foundation: Cricket is a religion and the most followed sport in India. MRF Pace Foundation was established by MRF Limited, as an Academy
in 1988 to train pace bowlers, who eventually will get a chance to represent the country. This is the only exclusive pace academy in the world. Many
trainees have represented the country or state. Mr. Glenn McGrath came to Pace Foundation as trainee (under exchange programme). Eventually now,
he heads the academy as Director.
From the beginning of 2020-21, the Foundation’s activities were impacted by Covid Pandemonium. Despite the same, the Foundation continued its
training activities in a limited way by taking the support of digital platform to monitor training activities of wards, correcting, motivating and fine tuning
their abilities for betterment. These initiatives helped to keep the bowling skills of the trainees honed and thereby helped them get back to pre-COVID
levels of fitness and performance within a short time after COVID restrictions were eased and tournaments restarted.
Three trainees represented country in 2021 viz. Mr. Prasidh Krishna, Mr. Chetan Sakariya and Mr. Sandeep Warrier.

21
 9 trainees represented various franchisees in the Indian Premier League in 2021 viz. Mr. K M Asif, Mr. Avesh Khan, Mr. Chetan Sakariya, Mr. Kaleel
Ahmed, Mr. Prasidh Krishna, Mr. Akash Singh, Mr. Sandeep Warrier, Mr. Basil Thampi and Mr. Kamalesh Nagarkoti.
Driver Development: Having understood the risk of road driving and encouraging safe driving for commercial vehicles, MRF Ltd. started an institute MRF
Institute of Driver Development (“MIDD”) in 1988. The objective was to improve the driving skills especially of commercial vehicle drivers. They lacked
basic awareness and etiquettes for safe driving despite having better road conditions and sophisticated vehicles.
From the beginning of 2020-21, MIDD could not conduct the regular courses due to lockdowns and Covid restrictions between March 2020 and October
2020. The new governmental regulations restricted the intake of students per course as all driving schools had to implement social distancing norms due
to Covid.
During 2020-21, 9 courses were conducted and 69 trainees were imparted training. The trainees benefited in terms of improved driving skills and
personal etiquette. The trainees displayed higher levels of confidence after the training. Their chances of employability also improved significantly.
5. (a) Average net profit of the company as per section 135(5) : `1456,60,56,631
(b) Two percent of average net profit of the company as per section 135(5) : ` 29,13,21,133
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : Not Applicable
(d) Amount required to be set off for the financial year, if any : Not Applicable
(e) Total CSR obligation for the financial year ((b)+(c)-(d)) : ` 29,13,21,133
6. (a) Amount spent on CSR projects (both Ongoing project and other than ongoing project): ` 16,56,88,195
(b) Amount spent in Administrative Overheads: ` 82,84,400
(c) Amount spent on Impact Assessment, if applicable: ` 9,08,128
(d) Total amount spent for the Financial Year ( (a) + (b) + (c) ): `17,48,80,723
(e) CSR Amount spent or unspent for the Financial Year:

Total Amount Spent for Amount Unspent

the Financial Year Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as per
(in `) Account as per section 135(6) second proviso to section 135(5).
Amount (in `) Date of transfer Name of the Fund Amount Date of Transfer
17,48,80,723 11,64,40,410 25.04.2023 NIL NA NA
(f) Excess amount for set off, if any: NIL

22
7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

Sl. Preceding Financial Amount transferred Balance amount Amount spent in the Amount transferred to any fund specified Amount remaining Deficiency If any
No Year(s) to Unspent CSR in unspent CSR reporting financial under schedule VII as per section 135(5), to be spent in
Account u/s 135 (6) account u/s 135(6) year ( In `) if any succeeding financial
( In `) (In `) years (In `)
Amount (In `) Date of transfer
1 2021-22 16,30,55,986 7,21,40,000 9,09,15,986 NIL NA 7,21,40,000 NA
2 2020-21 NIL NIL NIL NIL NA NIL NA
3 2019-20 NIL NIL NIL NIL NA NIL NA

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year: Yes.
If yes, enter the number of capital assets created/ acquired – 29 nos.
Furnish the details relating to such assets so created or acquired through corporate social responsibility amount spent in the Financial Year:
Sl. Short Particulars of the Asset(s) PIN code of Date of CSR amount Details of Entity or Authority or
No. [including complete address and location of the Property/ Creation/ spent Beneficiary of the registered owner
the property] Assets Acquisition of (In `) CSR Registration Name Registered Address
Assets number, if applicable
School Bus. Satguru Foundations ,
Satguru Foundations, Educational The Principal, Reg. No.1083/Goa/2011,
1 Institute, Kundaim, Ponda, Goa. 403115 24.03.2023 25,01,673 CSR00007732 Satguru Kundaim Industrial Estate,
Foundations Kundaim, Ponda, Goa,
Pin-403115, India.
Construction of Building. Director, Sai Nursing
(Lower Ground Floor) The Director Sai Institute, Sanquelim, Goa,
2 403505 17.01.2023 94,70,000 CSR00016606
Sai Nursing Institute, Near PHC, Nursing Institute Pin-403505.
Bicholim Taluka, Sanquelim, Goa, India India
Vehicle, Kichen Appliances, Furniture
& Digital Attendance Register. MRF Foundation, No.114,
3 MRF Pace Foundation, Plot No. 3144, 600040 23.03.2023 10,69,055 CSR00001396 The Trustee Greams Road, Chennai
2nd Street, AH Block, Anna Nagar, 600006, Tamil Nadu, India.
Chennai.
Medical Equipment. Mundakapadam Mandirams
Mundakapadam Mandiram Hospital, Society, Manganam PO,
4 686018 22.12.2022 15,00,000 CSR00006814 Chairman
Manganam, Kalathilpady, Puthuppally Kottayam – 686018
Road, Kottayam, Kerala. Kerala State, India.

23
 Ambulance. Congregation of SRS of
President, St. Joseph of Cluny, Cluny
5 Dr.Roque Ferreiras Memorial Hospital, 403722 23.01.2023 17,41,334 CSR00054656 Dr.Roque Ferreiras Convent, Vascoda Gama,
Vascoda Gama, Verna S.O, Sacete, Memorial Hospital Verna S.O, Sacete, Goa,
Goa, India Pin-403722, India
E-Auto Rickshaw for imparting
Training to Women Drivers.
6(a) Government Automobile Workshops, 605013
Gnanapragasam Nagar, Saram, The Transport
Puducherry, Tamil Nadu, India. Commissioner, Govt. of
Transport
16.01.2023 6,70,330 NA Puducherry, 100 feet Road,
E-Auto Rickshaw for imparting training Commissioner
Mudaliyarpet, Puducherry
to Women Drivers. 605004, India.
6(b) Government Automobile Workshop, 609602
No. 7, Kirambuthottam Street,
Karaikal, Puducherry, India
Medical Equipment.
7(a) Government Hospital Arakonam, 631001 The Chief Medical Officer,
Ranipet District, Tamil Nadu. Government Hospital,
Chief Medical
Medical Equipment. 08.05.2022 18,61,875 NA Gandhi Road, Arakonam,
Officer
Pin-631001, Tamil Nadu,
7(b) Govt. Primary Health Centre, 632505 India.
Banavaram, Ranipet District,
Tamil Nadu.

Motorized Wheelchair. Head of Department,

Head of
Department of Physical
Rehabilitation Institute, Department of Department-
Medicine & Rehabilitation,
8 Physical Medicine & Rehabilitation, 632002 25.04.2022 10,46,450 CSR00001924 Department of
Christian Medical College,
Christian Medical College, Vellore. Physical Medicine
Ida Scudder Road, Vellore.
Tamil Nadu, India & Rehabilitation
632002, Tamil Nadu, India.

Smart Class Room Equipment. Tagore Educational Institute,

Kothambi-Surla Village,
9 Tagore Educational Institute, Surla 403105 28.03.2023 7,13,438 NA Chairman Kothambi, Amona, Bicholim
Village, Kothambi, Amona, Bicholim, District, North Goa, Goa,
North Goa, Goa, India Pin-403105, India

24
 Construction of School Building
including Computer Lab, Dining Hall KG to PG School,
& Turf playground. Gambhiraopet, Rajanna,
10 505301 15.11.2022 4,00,00,000 NA The Principal Siricilla District,
KG to PG School, Gambhiraopet, Pin-505301,
Rajanna, Siricilla Dist, Karimnagar, Telangana, India
Telangana State, India.
Computer Systems. Director, IGMC & RI, Govt.
of Puducherry Institution,
11 Indira Gandhi Medical College & 605009 29.03.2023 27,53,530 NA Director Vazhudavur Road,
Research Institute, Vazhudavur Road, Kadthirkaman,
Kadthirkaman, Puducherry, India. Puducherry-605009, India
Drinking Water Facility. Venkata Subba Reddiar
Government Girls Higher
12 Venkata Subba Reddiar Government 605105 08.03.2023 1,77,281 NA Vice Principal Secondary School,
Girls Higher Secondary School, Maducarai, Puducherry,
Maducarai, Puducherry, India Pin-605105, India
Construction of Class Rooms. Regional Joint Director
Regional Joint
of Collegiate Education,
13 Government Arts and Science College 621717 02.02.2023 85,00,000 NA Director of
For Women, Veppur, Perambalur Dist, Khajamlai, Trichy 620023,
College Education
Tamil Nadu, India. Tamil Nadu, India.
96 CCTV Cameras in Arakonam Sub- Assistant Superintendent of
division. Assistant Police, Arakonam Sub-
14 Deputy Superintendent of Police, 631001 23.08.2022 13,69,824 NA superintendent of Division, Arakonam-631001,
Arakonam Sub-Division, Arakonam, Police. Ranipet District,
Ranipet District, Tamil Nadu, India Tamil Nadu, India.
Computer Systems & Accessories,
Tables, Benches, Construction of Government Higher
toilets and bore-well. Secondary School,
15 631003 21.03.2023 16,08,472 NA Head Master Kumpinipet-631003,
Government Higher Secondary School, Arakonam. TK. Ranipet
Kumbinipet, Arakonam Taluka, District, Tamil Nadu, India.
Ranipet District. Tamil Nadu, India.
100 CCTV Cameras & its Surveillance Inspector of Police, S.H O ,
System. Sadasivpet P S, Sangareddy-
16 502291 21.03.2023 36,26,140 NA Inspector of Police
Police Station, Sadashivpet, District, Telangana State,
Sangareddy District, Telangana, India Pin-502291, India

25
 Office Equipment & Electronic
Equipment. Assistant Superintendent of
Assistant Police, Arakonam Sub-
17 Police Office Control Room, Deputy 631001 25.03.2023 6,42,876 NA superintendent of Division, Arakonam-631001,
Superintendent of Police Office, Police Ranipet District,
Arakonam Sub-Division, Arakonam, Tamil Nadu, India
Ranipet District. Tamil Nadu, India
College Bus. Ponda Educational Society,
Secretary, Ponda
18 Ponda Educational Society, Farmagudi, 403401 03.02.2023 19,37,451 NA Farmagudi, Ponda,
Education Society
Ponda, Goa, India Pin-403401, Goa, India
Computer Systems & Furniture. Tara Government College
Tara Government College The Principal, (Autonomous), Sangareddy
19 (Autonomous), Sangareddy District, 502001 28.03.2023 33,48,250 NA Tara Government District, Jogipet Sangareddy
Jogipet, Sangareddy Road, Medak, College Road, Medak,
Telangana, India. Telangana 502001, India
Head Mistress,
Smart Class Room Equipment. Subramani Govt. Primary
20 Govt. Primary School, Maducaraipet. 605105 23.03.2023 6,99,083 NA Head Mistress School, Maducaraipet,
Zone- IV, Villianur, Puducherry, India. Zone-IV, Villianur,
Puducherry-605105, India.
Medical Equipment. Deputy Director of Medical
Government Primary Health Centre, Services (TB), Government
Deputy Director of
Primary Health Centres-
21 Thuraiyur Road, Super Nagar, 621212 16.02.2023 4,95,600 NA Medical Services
Perambalur, Tamil Nadu., and 19 other Peramblur District,
(TB)
Primary Health Centres in Perambalur Pin -621212, Tamil Nadu,
District. India
Mobile Toilet Facility and Rectification Municipal Commissioner,
of Rain Water Gutter. Municipal Ponda Municipal Council,
22 403401 17.01.2023 6,67,608 NA
Upper Bazar, Ponda Market, Ponda Commissioner Upper Bazar, Ponda Market.
Municipality, Goa, India. Pin-403401
Garbage Collection Vans.
The The Commissioner, Greater
Greater Chennai Corporation, Commissioner, Chennai Corporation, Ripon
23 Zone-7, (Ambattur) Division-88, 600053 03.03.2023 12,93,798 NA
Greater Chennai Building, Chennai, 600003,
No.536,Thiruvalluvar Road, Ambattur, Corporation Tamil Nadu, India.
Chennai, Tamil Nadu, India.
Battery Operated Garbage Disposal Municipal Commissioner,
Vehicle. Municipal Tiruttani Municipality,
24 631209 10.11.2022 6,10,500 NA
Tiruttani Municipality, Tiruttani, Tamil Commissioner Tiruttani-631209, Tiruvallur
Nadu, India. District, Tamil Nadu, India.

26
 Steel Barricade Trollies. Ponda Police Station,
25 Ponda Police Station, Usgao 403406 29.07.2022 3,87,335 NA Inspector of Police Usgao Panchayat, Goa,
Panchayat, Goa, India Pin-403406, India
Computer Systems & Printer.
Puducherry Fire Station, Subbaiya Divisional Fire Officer,
Divisional Fire
26 Salai, (Beach Road), Puducherry and 605001 20.12.2022 6,77,320 NA Fire Service Department,
Officer
9 other offices of Fire Department in Puducherry, 607402, India.
Puducherry.

Computers Systems & Laser Printer. Commissioner, Office of the

Panchayat Commissioner,
Panchayat
27 Office of the Commissioner, 605106 03.08.2022 1,38,969 NA Nettapakkam Commune
Nettapakkam Commune Panchayat, Commissioner
Panchayat, Nettapakkam,
Nettapakkam, Puducherry, India Puducherry-605106, India

Setting up of Public Park (Civil & Municipal Commissioner,

Horticultural Work). Arakonam Municipality,
Municipal Jothi Nagar, Near Taluk
28 Arakonam Municipality, Jothi Nagar, 631001 10.04.2022 47,87,552 NA
Commissioner Office Arakonam,
Near Taluk Office Arakonam, Ranipet Pin-631001, Ranipet District,
District, Tamil Nadu, India. Tamil Nadu, India
Construction of Dining Room
including Furniture & Equipment. Superintendent of Police, SP
Superintendent of Office, Dist. Collectorate,
29 Office of The Superintendent of Police, 621212 06.12.2022 29,71,713 NA
Police Perambalur Dist. Perambalur
Perambalur Dist. Perambalur, Tamil 621212,Tamil Nadu, India
Nadu, India.
9. 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 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 ten Ongoing projects.

K M MAMMEN ARUN MAMMEN

Chairman and Managing Director Vice Chairman & Managing Director
Chennai and Chairman of CSR Committee and Member of CSR Committee
03rd May, 2023 DIN: 00020202 DIN: 00018558

27
ANNEXURE III TO THE BOARD’S REPORT (v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (wherever
FORM NO. MR - 3 applicable):
SECRETARIAL AUDIT REPORT a) The Securities and Exchange Board of India (Substantial Acquisition
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023 of Shares and Takeovers) Regulations, 2011;
(Pursuant to Section 204(1) of the Companies Act, 2013 and
b) The Securities and Exchange Board of India (Prohibition of Insider
Rule 9 of the Companies (Appointment and Remuneration of
Trading) Regulations, 2015;
Managerial Personnel) Rules, 2014)
c) The Securities and Exchange Board of India (Issue of capital and
To, disclosure requirements) Regulations, 2018;
The Members,
d) The Securities and Exchange Board of India (Issue and Listing of
MRF Limited, Chennai - 600 006. Non-Convertible Securities) Regulations, 2021;
I have conducted the secretarial audit of the compliance of applicable e) The Securities and Exchange Board of India (Registrars to an issue
statutory provisions and the adherence to good corporate practices by and Share Transfer Agents) Regulations, 1993 regarding the Act and
MRF LIMITED, Chennai – 600 006 (CIN: L25111TN1960PLC004306) dealing with client;
(hereinafter called the Company), in a manner that provided me
f) The Securities and Exchange Board of India (Delisting of Equity
a reasonable basis for evaluating the corporate conducts/statutory
compliances and I am expressing my opinion thereon. Shares) Regulations, 2021; and
Based on my verification of the Company’s books, papers, minutes books, g) The Securities and Exchange Board of India (Buy Back of Securities)
forms and returns filed and other records maintained by the company Regulations, 2018.
and also the information provided by the company, its officers, agents I have also examined compliance with the applicable clauses of the
and authorized representatives during the conduct of secretarial audit, following:
I hereby report that in my opinion, the Company has, during the audit 1. Secretarial Standards issued by the Institute of Company Secretaries
period covering the financial year ended 31st March, 2023 has complied of India;
with the statutory provisions listed hereunder and also that the Company
has proper Board processes and compliance mechanism in place to the 2. The Listing Agreements entered into by the Company with Bombay
extent and in the manner subject to the reporting made hereunder. Stock Exchange Ltd. and National Stock Exchange of India Ltd.;
I have examined the books, papers, minutes books, forms and returns 3. The Securities and Exchange Board of India (Listing Obligations and
filed and other records maintained by the Company for the financial year Disclosure Requirements) Regulations, 2015.
ended 31st March, 2023 according to the provisions of: During the period under review, the Company has complied with the
(i) The Companies Act, 2013 (the Act) and the rules made thereunder; provisions of the Act, Rules, Regulations, Guidelines, Standards etc.,
mentioned above.
(ii) The Securities Contracts (Regulation) Act, 1956 and the rules made
thereunder; I have reviewed the systems and mechanisms established by the Company
for ensuring compliance under applicable Acts, Rules, Regulations and
(iii) The Depositories Act, 1996 and the Regulations and bye-laws
other legal requirements of the Central, State and other Government and
framed thereunder;
local authorities concerning the business and affairs of the Company
(iv) Foreign Exchange Management Act, 1999 and the rules and categorized under the following major heads/groups, and report that there
regulations made thereunder to the extent of Foreign Direct are adequate systems and processes in the Company, commensurate with
Investment, Overseas Direct Investment and external commercial the size and operations of the Company to monitor and ensure compliance
borrowings; with applicable laws, rules, regulations and guidelines:

28
1. Factories Act, 1948; Special Resolutions were passed by Postal Ballot by voting through
2. Labour laws and other incidental laws related to labour and electronic means on 31st March 2023 for appointment of the following
employees appointed by the Company including those on Independent Directors:
contractual basis as relating to wages, gratuity, prevention of sexual
harassment, dispute resolution, welfare, provident fund, insurance, Sl.No DIN Name of the Director Designation
compensation etc.; 1. 00174675 Mr. Arun Vasu Independent Director
3. Industries (Development & Regulation) Act, 1951; 2. 01799153 Mr. Vikram Chesetty Independent Director
4. The Rubber Act, 1947 & Rubber Rules, 1955;
3. 00385082 Mr. Prasad Oommen Independent Director
5. Acts and Rules relating to consumer protection;
6. Acts and Rules prescribed under prevention and control of pollution; Adequate notice was given to all directors on schedule of the Board
7. Acts and Rules relating to environmental protection and energy Meetings, agenda and detailed notes on agenda were sent at least seven
conservation; days in advance, and a system exists for seeking and obtaining further
information and clarification on the agenda items before the meeting and
8. Acts and Rules relating to hazardous substances and chemicals;
for meaningful participation at the meeting. All decisions carried are duly
9. Acts and Rules relating to electricity, fire, petroleum, motor vehicles, recorded in the minutes of the Meeting.
explosives, boilers etc.;
The Competition Commission of India (“CCI”) had on 2nd February,2022
10. Acts and Rules relating to protection of IPR;
released its order dated 31st August, 2018, imposing penalty on certain
11. Acts and Rules relating to the industry to which this Company Tyre Manufacturers including the Company and also the Automotive Tyre
belongs; Manufacturers’ Association, concerning the breach of the provisions of
12. Other local laws as applicable to various plants and offices. the Competition Act 2002, during the year 2011-12. A penalty of `622.09
I further report that – Crores was imposed on the Company. The appeal filed by the company
The Board of Directors of the Company is duly constituted with proper before National Company Law Appellate Tribunal (NCLAT) has been
balance of Executive Directors, Non-Executive Directors, Independent disposed of by remanding the matter to CCI for review after hearing the
Directors and Women Directors in compliance with Rules and provisions parties. In February 2023, CCI has filed an appeal against the order of
of the Companies Act, 2013, the regulations and directives of Securities NCLAT before Hon’ble Supreme Court and the same is pending disposal.
Exchange Board of India (SEBI). I further report that there are adequate systems and processes in the
Special Resolutions were passed by Postal Ballot by voting through Company commensurate with the size and operations of the Company to
electronic means on 21st December 2022 for appointment of the following monitor and ensure compliance with applicable laws, rules, regulations
Independent Directors: and guidelines.

Sl. No. DIN Name of the Director Designation

1. 09757469 Mr Vikram Taranath Independent Director
Hosangady K ELANGOVAN
Company Secretary in Practice
2. 00141701 Mr Ramesh Rangarajan Independent Director
3. 00238735 Mr Dinshaw Keku Independent Director Place: Chennai FCS No.1808, CP No. 3552, P R No. 892/2020
Parakh Date: 03rd May, 2023  UDIN: F001808E000217463

29
This report is to be read with my testimony of even date which is annexed 4. Wherever required, I have obtained the Management representation
as Annexure A and forms an integral part of this report. about the compliance of laws, rules and regulations and happening
of events etc.
Annexure A
To, 5. The compliance of the provisions of Corporate and other
The Members applicable laws, rules, regulations, standards is the responsibility
MRF Limited, Chennai 600006. of management. My examination was limited to the verification of
My report of even date is to be read along with this letter. procedures on test basis.
1. Maintenance of secretarial record is the responsibility of the 6. The Secretarial Audit report is neither an assurance as to
management of the company. My responsibility is to express an the future viability of the company nor of the efficacy or
opinion on these secretarial records based on our audit. effectiveness with which the management has conducted the
affairs of the company.
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 K ELANGOVAN
basis for my opinion. Company Secretary in Practice
3. I have not verified the correctness and appropriateness of financial Place: Chennai FCS No.1808, CP No. 3552, P R No. 892/2020
records and Books of Accounts of the company. Date: 03rd May, 2023  UDIN: F001808E000217463

30
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 arms length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arms length basis-
There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2023, which were not at arms length basis.
2. Details of material contracts or arrangement or transactions at arms length basis-
The details of material contracts or arrangements or transactions at arms length basis for the year ended 31st March, 2023 is as follows:
(a) Name(s) of the related party & Nature of Relationship: MRF SG PTE. LTD (Wholly Owned Subsidiary of the Company).
(b) Nature of transactions: Purchase of raw materials.
(c) Duration of transactions: April 2022-March 2023.
(d) Salient terms of transactions including transactions value: `1970.03 Crores. Price - Transactional Net Margin Method (TNMM), Payment – As per
applicable credit terms.
(e) Date of approval by the board: Since these related party transactions are in the ordinary course of business and are at arms length basis, approval of
the Board is not required. Necessary approvals were granted by the Audit Committee on 10th February, 2022, 10th May, 2022, 9th August, 2022
and 8th November, 2022.
(f) Amount paid in advance: Nil.

On behalf of the Board of Directors

K M MAMMEN
Chennai Chairman & Managing Director
03rd May, 2023 DIN: 00020202

31
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 31st March, 2023.
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 (488.27), Mr. Arun Mammen, Vice Chairman & Managing Director (407.86), Mr. Rahul Mammen Mappillai, Managing Director
(357.83), Mr. Samir Thariyan Mappillai, Whole-time Director (107.91) and Mr. Varun Mammen, Whole-time Director (108.23).
The percentage increase in remuneration for 2022-23 of the Managerial Personnel are as follows: Mr. K M Mammen (14.53%), Mr. Arun Mammen,
Vice Chairman & Managing Director (14.57%), Mr. Rahul Mammen Mappillai, Managing Director (8.90%), Mr. Samir Thariyan Mappillai, Whole-time
Director (15.92%) and Mr. Varun Mammen, Whole-time Director (15.91%). It may be noted that in the previous financial year 2021-22, because of
lower profits, the commission paid to Mr. K M Mammen, Mr. Arun Mammen and Mr. Rahul Mammen Mappillai was lower than the maximum limit as
permitted under the shareholders’ approval. If this is adjusted, the percentage increase in remuneration for 2022-23 of Mr. K M Mammen is only 1.85%,
Mr. Arun Mammen 3.13% and Mr. Rahul Mammen Mappillai 3.50%.
2. The percentage increase in the remuneration of S Dhanvanth Kumar, Company Secretary and Madhu P Nainan, Executive Vice President – Finance were
9% and 12% respectively.
3. The percentage increase in the median remuneration of employees during the financial year ended 31.03.2023 – 11.67%.
4. The total number of permanent employees as on 31.03.2023 is 19050.
5. 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 11.73%. Percentage
increase in the managerial remuneration (i.e. Chairman & Managing Director, Vice Chairman & Managing Director, Managing Director and Whole-time
Directors) was 13.31%. It may be noted that in the previous financial year 2021-22, because of lower profits, the commission paid to the Managing
Directors was lower than the maximum limit as permitted under the shareholders’ approval. If this is adjusted, the percentage increase in total managerial
remuneration for 2022-23 is only 4.48%. The remuneration of the managerial personnel is consistent with the industry standards and also the size,
complexity of operations and market position of the Company.
6. 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

K M MAMMEN
Chennai Chairman & Managing Director
03rd May, 2023 DIN: 00020202

32
MANAGEMENT DISCUSSION AND ANALYSIS Global slow down acted as a drag on exports. India’s merchandise exports
(Within the limits set by Company’s competitive position) grew by 6% while overall exports including both Goods and Services grew by
MRF maintained its leadership in the Indian market in the year gone by. Brand 13.8%. Service exports was a bright spot with a growth of 27%. Electronics
Finance rated MRF as the second strongest tyre brand in the world, besides exports picked up showing the effectiveness of the make in India program and
Production Linked (“PLI”) scheme.
rating MRF the most valued Indian tyre brand.
The year saw RBI continuously increasing interest rates, with a cumulative
The world was largely free of the impact of Covid in 2022-23. The war in
increase of 2.5% in financial year 2023. Inflation peaked in the 1st quarter and
Ukraine dragged on with progressive reduction in the impact on commodities
thereafter we saw a declining trend, reflecting the pass through in commodity
during the course of the year. Supply chain disruptions are receding
prices. Government took several measures in the first quarter to rein in prices
while impact on food and energy markets have reduced. War on inflation
and improve availability of key products.
continued with Central Banks around the world raising interest rates and
tightening monetary conditions. Inflation appears to have peaked and seem The budget was presented against a backdrop of a challenging global
to be slowly receding. However, tight labour markets in advanced economies environment. The budget aims to give a bold push to growth with a 33%
ensured demand did not slacken even with multiple interest rate hikes which increase in the Capital expenditure budget to `10 lacs crore. The high Capex
leaves us with prospects of more rate increases to rein in inflation. US Federal should further strengthen the private sector recovery. As in the past, this budget
Reserve raised interest rates by a cumulative 3.5% in the past one year too aligned indirect tax rates to encourage domestic manufacturing. Import
ending March 2023. The terminal rate that was initially thought to be around duty exemption on capital goods and machineries used for manufacture of
4.6% is now seen crossing 5%, which shows that inflation is entrenched. lithium ion cells for batteries will give a further fillip to sales of Electric Vehicles.
The consistent rate increases have led to stress in some parts of the Banking budget also nearly doubled allocation to subsidies under the FAME 2 scheme.
system. Tighter financial conditions lead to forecasts of recession for parts of RBI has projected financial year 2024 growth for India at 6.5% while IMF
the western world. World Bank warned in a paper in September, 2022 that has projected growth at 5.9%. The moderating inflation prompted RBI to
the world wide slow down and tightening financial conditions will give rise pause interest rate hike in April, 2023. Monsoon is forecasted to be a little
to significant financial stress and trigger a global recession in 2023. World less than normal but spatial distribution is key. The Economic Survey noted a
economy performed better in the second half than what was forecasted in the rebound in private consumption which together with strong public spending by
earlier part of the year. Government is leading to private investments.
International Monetary Fund (“IMF”) has estimated that world economy grew Union budget’s focus on infrastructure spending coupled with moderating
by 3.4% in calendar year 2022. As per IMF forecasts, growth will reduce to inflation should be a positive for growth. Export performance being linked to
2.8% in 2023 and improve modestly to 3% in 2024. Growth would depend global economy is unlikely to be a growth driver. RBI in its monthly state-
on the trajectory of Inflation and the extent to which Central Banks would hike of-the-economy report (March, 2023 RBI Bulletin) said that India will likely
interest rates to combat inflation. The challenge before the world is to sustain maintain its growth trajectory. It said “The Indian economy is intrinsically
growth in a situation where inflation is still not under control despite consistent better positioned than many parts of the world to head into a challenging
rate hikes by Central Banks. year ahead, mainly because of its demonstrated resilience and its reliance on
domestic drivers“.
Market & Industry Overview Global auto industry which was recovering from the effects of the Covid
India retained the tag of the fastest growing major economy in the year gone by. pandemic had further supply chain shocks arising from the war in Ukraine,
During the year, India became the 5th largest economy in the world, overtaking with consequent adverse impact on input costs. Second half of calendar
Britain. RBI in its March, 2023 projection estimated India’s Gross Domestic year 2022 showed improvement in supply chain issues with commodity
Product (“GDP”) to grow at 7% in financial year 2023. Growth was led by prices moderating. Growth of Electric Vehicles (“EV”) was robust in an
the construction and infrastructure sectors while weakness in consumption otherwise challenging market. Along with managing the supply chain, Auto
impacted growth in manufacturing. industry has to also manage the transition to Electric Vehicles and handle

33
the regulatory push to meet the deadlines on phasing out the internal internal issues in some of the key markets. Scooter continues to be more of
combustion engines. a domestic phenomenon with negligible exports. Electric vehicles business
Improvement in component supplies, consumer demand and new launches especially in the scooter segment made significant gains during the year. The
helped the Indian auto industry to improve volumes in financial year 2023. subsidies under the FAME 2 scheme of the Government continues to ensure
Industry had a good festive season with 2 million vehicles retailed in October, that these vehicles are price competitive. Companies also seem to be investing
in developing the charging infrastructure. We continue to be a preferred choice
2022, a nearly 50% growth over previous year. The industry reflected the
of fitment of Original Equipment Manufacturer (“OEMs”) in most of the new
overall trend in the economy where demand for the higher end of the product
launches. During the year, we have also further strengthened our after market
range is stronger than mass selling categories. Auto Industry was impacted by
portfolio with new products both in the motorcycle and scooter segment.
muted demand in its biggest export markets for 2 wheelers and 3 wheelers due
to economic crisis in these markets. Tractor production in financial year 2023 has shown a substantial increase of
11% and touched one million tractors for the first time. Various Government
The overall Medium and Heavy Commercial Vehicle (M&HCV) production
schemes and a better monsoon helped the tractor industry to register a robust
increased by about 35% over 2021-22. Haulage and tippers segment saw
growth during financial year 2023. Even though the IMD predicts a hotter
robust growth during the year. The bus segment grew by almost three times
climate during 2023-24, a healthy water reservoir level should ensure enough
with public transport recovering post Covid. Many state transport undertakings
water for agriculture and good start to financial year 2024.
(STU) added Electric buses into their fleet for mainly city operations. 2023-24
should be a good year for the category with all segments expected to grow. Growth in the automobile industry and replacement demand enabled Tyre
Increased commercial activities is expected to positively impact the tipper industry to show a healthy growth in financial year 2023. However, export
and haulage segment. The push towards higher axle load vehicles is likely to performance was muted considering the slowdown in the world markets.
continue. The bus segment should also get the benefit of the vehicle scrappage Higher volumes and price hikes taken by the Industry helped to maintain
margins for the industry in financial year 2023.
policy that is to be implemented during the year. The industry will continue to
work on initiatives to meet the various regulatory requirements expected to be Product wise Performance
implemented during the year.
During fiscal 2022-23, your company achieved a total income of `22826 crores.
The passenger vehicle production has seen a growth of 25% in the year ended There was an overall increase of 8% in tyre production in financial year 2023, with
March, 2023 and the domestic car sales also recorded the highest ever sale in all product groups showing growth. In the Heavy Commercial Vehicle product
a financial year. The segment continued to witness preference for Sports Utility group, there was an increase of 7% over the previous year while Light Commercial
Vehicles (SUVs) and this is now the largest selling segment with a share of Vehicle Tyres increased by around 2%. Small Commercial Vehicle tyres increased
52%. Despite price increases, a mix of improved chip supply, higher incomes by 14%. Passenger & SUV showed a growth of 13%. The Farm product group grew
and pent-up demand, especially for SUVs supported this sales. Though the by 9%. The Motorcycle and Scooter product group increased by 2% and 16%
supply bottlenecks have eased, there are still some challenges on components respectively. The Off the Road (“OTR”) product group grew by 11%.
like semiconductor chips that are expected to continue for some more time.
The waiting period for many car models have come down, with improvement Exports
in supply and inventory. From April 2023, the Phase 2 of the BS6 regulation Exports business for the year 2022-23 was muted due to unexpected headwinds
and RDE (Real Drive Emission) requirements will come into effect which may seen in Indonesia & Bangladesh and a few countries of Africa. Although exports
impact the price of new vehicle. The shift to electric vehicle has intensified in revenue grew by only 5% in 2022-23, there were substantial growth in a few
2022-23 with demand for EV coming from both big and small towns and also strong markets.
from rural areas. Export turnover for the year 2022-23 was `1866 crores as against `1779 crores
Two wheeler production has seen a revival in the current year with a growth of in the previous year.
close to 12% after 3 consecutive years of decline. In motorcycles, the growth Our key markets of Bangladesh and Indonesia saw unforseen headwinds
has been fueled by domestic sales. Exports have declined because of various which impacted the total revenue for the year. The unprecedented forex crisis

34
in Bangladesh since August 2022 led to a serious drop in the Letter of credit The return on net worth increased from 4.80% in 2021-2022 to 5.77% in
availability thus impacting exports and total revenue. Although the forex crisis 2022-2023. This is due to the increase in current year’s profit.
has receded a bit we are yet to see the robust levels of early 2022.
Opportunities and Threats
Business from Indonesia was impacted due to the sudden suspension of quotas
Macro indicators point to continued growth of the Indian economy.
being released by the Ministry of Trade & Industry since September 2022.
Infrastructure spending and continued emphasis to manufacture in India will
The Philippines in the far east & the middle eastern region showed substantial provide impetus for growth. Private sector Capex is also picking up steam.
growth and continue to maintain the momentum for brand MRF. Categories of Inflation continues to be near the upper end of the RBIs tolerance band and is
Truck Radial, Light truck & passenger car tyres showed good growth in these forecast for a gradual reduction. High Bank interest rates are likely to sustain.
markets and consumer preferences continue to be high. Monsoon forecast is a little to the lower side of normal and El Nino has been
Going forward we see immense opportunities in our existing strong markets predicted. Any shortfall in the monsoon can impact rural demand. Extreme
of Middle East, Africa, Far East, Bangladesh and emerging markets of Europe, weather events can impact agriculture and other activities.
South America & USA. Outlook
Discussion on Financial Performance with respect to Operational Performance Pent up demand in passenger vehicles will cool in financial year 2024 but
and Key financial Ratios secular economic growth should provide steady growth to the auto industry.
(` Crores) Higher capital expenditure by the auto industry points to high levels of capacity
utilization and is a pointer to higher levels of production in the future.
2022 - 2023 2021 - 2022
With new BS VI phase-2 transition effective 1st April, 2023, vehicle costs will go
Revenue from operations 22578 18989
up. However, the reduction in input costs will be a positive for the auto industry.
Other Income 248 315
Impact on the tyre industry would also be similar as outlined above.
Total Income 22826 19304
Profit before tax 1119 879 Internal Control Systems and their Adequacy
Provision for tax 303 232 Your Company has established internal control systems commensurate with
the size and nature of business. It has put in place systems and controls across
Profit after tax 816 647
the Company covering various financial and operational functions. Company
The revenue from operations of the Company for the 2022-2023 stood at `22578 through its own Internal Audit Department carries out periodical audits at
Crores against `18989 Crores for the previous year ended 31st March, 2022. During various locations and functions based on the audit plan as approved by the Audit
the year ended 31st March, 2023, the earnings before interest and depreciation Committee. Some of the salient features of the Internal control systems are:-
(EBIDTA) stood at `2666 Crores as against `2328 Crores in the previous year ended (i) An integrated ERP system connecting all plants, sales offices, head
31st March, 2022. After providing for depreciation and interest, the profit before office, etc.
tax for the year ended 31st March, 2023 is `1119 Crores as compared to `879 (ii) Systems and procedures are periodically reviewed to keep pace with the
Crores in the previous year ended 31st March 2022. After making provision for growing size and complexity of company’s operations.
income tax, the net profit for the year ended 31st March, 2023 is `816 Crores
(iii) Assets are recorded and system put in place to safeguard against any
as against `647 Crores in the previous year ended 31st March, 2022.
losses or unauthorized disposal.
There is no significant change (i.e. 25% or more) in key financial ratios viz.
(iv) Periodic physical verification of fixed assets and Inventories.
debtors turnover, inventory turnover, current ratio, debt equity ratio and
Interest coverage ratio, net profit margin (%), operating profit margin and return (v) Key observations arising out of the Internal Audit are reviewed at the
on net worth. Audit Committee meeting and follow up action taken.

35
Risks and Concerns We have focused on hiring the best resources available in tune with our growth
World economy continues to face uncertainties due to geopolitical tensions, needs, retaining and developing our existing talent pool to strengthen our
forecasts of recession / slow down in growth in certain major economies of the human capital for meeting the future challenges. We leverage human capital
world, impact of climate change and macro economic structural challenges. for competitiveness by nurturing knowledge, entrepreneurship and creativity.
The overall scenario has triggered a spate of downsizing exercises across Our human resource development is focussed on our company’s mission
several organisations setting off a nervousness which could impact demand, to have competitive edge in technology and excellence in manufacturing.
both domestic and export. If the prediction of a lower than average monsoon All our training programs are designed and tailor made to meet our specific
in India materialises, it could adversely impact off-take from rural markets. requirements. We continued imparting teambuilding and collaboration training
While raw material prices are currently favourably positioned, any reversal in to our workmen to enhance the team cohesiveness. Leadership training for
this trend could once again put pressure on profits. Uncertainty remains with union leaders and opinion makers also continued through the year, keeping
regard to the price of crude oil which impacts the cost of several raw materials with our commitment of shaping the future of our plants.
used by tyre industry. Availability of natural rubber towards the end of March
The total employee strength as on 31st March 2023 was 19,050.
2023 was a concern and if this trend continues, prices would increase in the
near future. We maintained cordial and harmonious Industrial relations in all our
manufacturing units through our various employee engagement initiatives and
Human Resources focus on improving the work culture, enhancing productivity and enriching the
MRF is a value driven organization and the company has a rich organizational quality of life of the workforce and maintaining our supremacy in the market.
culture rooted in its core values of respect for people and belief in empowerment.
Cautionary Statement
The core value underlying our corporate philosophy is “trusteeship” and
Statements in the Management Discussion and Analysis describing the
“proprietary interest”. In dealing with each other, the values which are at the Company’s objectives, expectations or forecast may be forward looking
core of our HR Philosophy - trust, teamwork, mutuality and collaboration, within the meaning of applicable laws and regulations. Actual results may
objectivity, self-respect and human dignity are upheld. The management is differ materially from those expressed in the statement. Important factors
committed to the development and growth of its people and the core focus that could influence the Company’s operations include global and domestic
is on human resources for its continued success. We owe our success and supply and demand conditions affecting selling prices of finished goods, input
dominance in the market to the dedication and hard work of our employees availability and prices, changes in government regulations, tax laws, economic
who have overcome all challenges to meet the daunting challenges of the developments within the country and other factors such as litigation and
market and the ever increasing quality expectations, customer taste and industrial relations.
preferences of the customers across the length and breadth of the country as
well as in overseas market. On behalf of the Board of Directors
The COVID-19 pandemic has arguably been the largest global shock to human K M MAMMEN
capital, we together combated and efforts have been taken for building agile, Chennai Chairman & Managing Director
resilient and adaptive Human Capital System. 3rd May, 2023 DIN: 00020202

36
REPORT ON CORPORATE GOVERNANCE
1. Company’s Philosophy on Code of Governance
As always, your Company 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 31.03.2023
The Board comprises of 17 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 10 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 31.03.2023 and at the last Annual General Meeting, outside
directorships and board committee memberships and number of shares held as on 31.03.2023:

Name Composition No. of No. of Board Names of the other No. of Committee Attended No. of
and Category Directorships Meetings attended listed entities where Memberships last AGM Shares
in other during the the person is a director in other held on held
Public Ltd. financial year and the category of Public Limited 04.08.2022
Companies ended 31.03.2023 directorship Companies
Mr. K M Mammen Promoter 4 4 Nil Nil Yes 16048
Chairman & Managing Executive
Director Director
Mr. Arun Mammen Promoter 3 4 Nil 1 –Chairman Yes 27560
Vice Chairman and Executive
Managing Director Director
Mr. Rahul Mammen Promoter Nil 4 Nil Nil Yes 4538
Mappillai Executive
Managing Director Director
Mr. Samir Thariyan Promoter Nil 4 Nil Nil Yes 4470
Mappillai Executive
Whole-time Director Director
Mr. Varun Mammen Promoter Nil 4 Nil Nil Yes 8706
Whole-time Director Executive
Director

37
 Name Composition No. of No. of Board Names of the other No. of Committee Attended No. of
and Category Directorships Meetings attended listed entities where Memberships last AGM Shares
in other during the the person is a director in other held on held
Public Ltd. financial year and the category of Public Limited 04.08.2022
Companies ended 31.03.2023 directorship Companies
Mr. Ashok Jacob Independent Nil 4 Nil Nil Yes 1856
Director
Mr. V Sridhar Independent Nil 4 Nil Nil Yes Nil
Director
Mr. Vijay R Kirloskar Independent 2 2 Kirloskar Electric 1 Yes 355
Director Company Limited -
Executive Chairman
Mr. Ranjit I Jesudasen
Independent Nil 4 Nil Nil Yes Nil
Director
Dr. Salim Joseph Independent Nil 4 Nil Nil Yes Nil
Thomas Director
Mr. Jacob Kurian Independent Nil 4 Nil Nil Yes 129
Director
Dr. (Mrs.) Cibi Promoter 2 4 Nil Nil Yes 500
Mammen Non-Executive
Director
Mrs. Ambika Mammen Promoter 2 4 Nil Nil Yes 2489
Non-Executive
Director
Mrs. Vimla Abraham Independent Nil 4 Nil Nil Yes Nil
Director
Mr. Vikram Taranath Independent Nil 1 Nil Nil NA Nil
Hosangady* Director
Mr. Ramesh Independent 2 1 Nil Nil NA Nil
Rangarajan* Director
Mr. Dinshaw Keku Independent 2 1 Nil Nil NA 150
Parakh* Director
*Appointed as Independent Directors of the Company with effect from 07.02.2023.
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”).

38
 Mr. K M Mammen and Mr. Arun Mammen are brothers. statements before submission to the Board, recommending
Mrs. Ambika Mammen is the wife of Mr. K M Mammen. the appointment of statutory auditors and fixation of their
Dr. (Mrs) Cibi Mammen is the wife of Mr. Arun Mammen. remuneration, approval of related party transactions,
Mr. Rahul Mammen Mappillai and Mr Samir Thariyan evaluation of risk management systems etc.
Mappillai are the sons of Mr K M Mammen and Mrs Ambika (ii) Composition
Mammen. None of the other Directors are related to any
Board Member. The Audit Committee comprises of 3 Directors and all of them
being Independent Directors. The members of the Committee
(c) Dates of Board meetings are as follows:
During the financial year ended 31st March, 2023, four Board
Meetings were held on 10.05.2022, 09.08.2022, 08.11.2022 Mr. Jacob Kurian Chairman
and 09.02.2023. Mr. V Sridhar Member
(d) Information placed before the Board Mr. Ranjit I Jesudasen Member
The Board of Directors periodically reviews reports regarding Mr. S Dhanvanth Kumar, Company Secretary, is the Secretary
operations, capital expenditure proposals, statutory of the Committee.
compliance and other required information as enumerated in Mr. K M Mammen, Chairman & Managing Director, Mr.
Part A of Schedule II of the Listing regulations and as required Arun Mammen, Vice Chairman and Managing Director and
under relevant provisions of the Companies Act, 2013. Mr. Rahul Mammen Mappillai, Managing Director are
(e) Familiarization Programme permanent invitees. The Executive Vice President Finance, Head
of Internal Audit, Statutory Auditors and other Executives, as
Presentations/briefings are made at the meeting of the Board considered appropriate, also attend the meetings by invitation.
of Directors/Committees by KMP’s/ Senior Executives of the
Company on industry scenario, Company’s operating and (iii) Meetings and Attendance
financial performance, raw material scenario, industrial During the financial year ended 31st March, 2023, the
relations status, risk management etc. The details of Audit Committee met on the following dates: 10.05.2022,
familiarization programme are available on the Company’s 09.08.2022, 08.11.2022 and 09.02.2023. All the members of
web site at https://www.mrftyres.com/investor-relations/ the Committee were present for all the meetings.
familiarization-programme-for-independent-director 4. Nomination and Remuneration Committee
3. Audit Committee (i) Reference
(i) Reference In accordance with Section 178 of the Companies Act, 2013
The powers, role and terms of reference of the Audit Committee and Regulation 19 of the Listing Regulations, the terms of
covers the areas as mentioned under Regulation 18 of the reference of the Committee include the following namely
Listing Regulations and Section 177 of the Companies Act, formulation of criteria for determining qualifications, positive
2013, besides other terms as may be referred by the Board of attributes and independence of director, recommending
Directors. These, inter alia, include oversight of Company’s to the Board a policy relating to remuneration of directors,
financial reporting process, internal financial controls, key managerial personnel and other employees, formulation
reviewing the adequacy of the internal audit function, of criteria for evaluation of directors performance, devising
reviewing with management the quarterly/annual financial a policy on Board diversity, identifying persons who are
qualified to become directors and who may be appointed in

39
 senior management positions in accordance with the criteria 2013, the Listing Regulations and any other applicable law and in
laid down and recommend to the Board their appointment case of Independent Directors, the criteria of independence as laid
and removal and also recommend to the Board remuneration down in those laws.
payable to Senior Management. 6. Performance evaluation of Independent Directors
(ii) Composition The criteria for evaluation of the Independent Directors is
The Committee comprises of 3 Non-Executive Independent attendance, participation in deliberations, understanding the
Directors and an Executive Director. The Chairman is a Non- Company’s business and that of the industry and guiding the
Executive Independent Director. The Committee comprises of: Company in decisions affecting the business and additionally based
on the roles and responsibilities as specified in Schedule IV of the
Mr. Ranjit I Jesudasen Chairman Companies Act, 2013 and fulfilment of independence criteria and
Mr. V Sridhar Member independence from management.
Mr. Jacob Kurian Member The Board carried out evaluation of the performance of the
Mr. K M Mammen Member Independent Directors on the basis of the criteria laid down. The
Mr. S Dhanvanth Kumar, Company Secretary, is the Secretary evaluation was done by the Board of Directors except the Director
of the Committee. who was evaluated.
(iii) Meetings and Attendance 7. Remuneration of Directors
During the financial year ended 31st March, 2023, the a. Remuneration Policy:
Committee met on the following dates: 10.05.2022, A policy on remuneration of Directors, Key Managerial
09.08.2022, 08.11.2022 and 09.02.2023. All the members of Personnel (“KMP”) and Senior Management and other staff
the Committee were present for all the meetings. was put in place by Nomination and Remuneration Committee
5. Criteria for determining the qualifications, positive attributes and on 23.07.2014 and approved by the Board of Directors at its
Independence of a Director meeting held on 30.10.2014.
Candidates for the position of a Director shall be a person of The Policy provides as follows:
integrity and possess requisite education, experience and capability (i) Non-Executive Directors:
to make a significant contribution to the deliberations of the Board
The Non-Executive Directors (including Independent
of Directors. Apart from the above, the Board candidate should
Directors) may be paid remuneration by way of sitting
be of the highest moral and ethical character. The candidate must
fees for attending meetings of Board or Committee
exhibit independence, objectivity and be capable of serving as a
thereof.
representative of the stakeholder. The candidate should have the
personal qualities to be able to make an active contribution to Board The Directors may also be reimbursed any expenses in
deliberations. These qualities include intelligence, inter-personal connection with attending the meetings of the Board or
skills, independence, communication skills and commitment. The Committee or in connection with the business of the
Board candidate should not have any subsisting relationships with Company.
any organization which is a competitor to the Company. The Board The quantum of fees shall be determined, from time
candidate should be able to develop a good working relationship to time, by the Board subject to ceiling / limits as
with other Board members. This apart, the Directors must satisfy provided under Companies Act, 2013 and rules made
the qualification requirements laid down under the Companies Act, thereunder.

40
 (ii) Chairman & Managing Director, Managing Director(s) / annual payout, provision of perquisites, contribution to
Whole-time Director(s): retirement benefits, health and insurance and any other
The level and composition of remuneration will be benefits (including provision of loans on such terms as
reasonable and sufficient to attract, retain and motivate to interest, repayment and security as determined by the
directors of quality to run the Company successfully. The Board) and variable pay (having a clear relationship to
performance which will meet appropriate benchmarks
remuneration package should adequately compensate
relevant to the working of the Company and its goals),
them for the high level of responsibilities shouldered
in such proportion and quantum as decided from time
by them and sensitivity of the position held. The level
to time based on the Company’s business needs and
of remuneration shall take into consideration the
requirements and prevailing practices in industry.
professional expertise, past credentials and potential of
the person concerned. The compensation package may (iv) Directors and Officers Insurance:
comprise of a fixed compensation package in the nature Where any insurance is taken by the Company on behalf
of monthly and annual pay-out, provision of perquisites, of its Directors, KMP’s / Senior Management Personnel,
contribution to retirement benefits, health and insurance Staff etc., for indemnifying them against any liability, the
and any other benefits (including provision of loans on premium paid on such insurance shall not be treated as
such terms as to interest, repayment and security as part of the remuneration payable to any such personnel.
determined by the Board) and commission on profits, b. Details of Remuneration to all the Directors for the financial
in such proportion and quantum as decided from time year ended 31.03.2023
to time based on the Company’s business needs and (i) The remuneration of the Managing / Whole-time
requirements and prevailing practices in industry. Directors comprises of a fixed component (viz., salary,
Besides the above, the remuneration to be paid to allowances, perquisites and retirement benefits) and
Chairman & Managing Director, Managing Director(s) and variable components (viz., commission on profit).
Whole-time Director(s) shall be governed by the provisions Commission is paid as a percentage of net profits
of the Companies Act, 2013 and rules made thereunder computed as per Section 198 of the Companies Act, 2013
or any other enactment for the time being in force. and accordingly the performance metric for payment of
commission is net profits computed as per section 198
(iii) KMP’s (other than MD’s and WD’s), Senior Management
of the Companies Act, 2013. The Commission is paid
Personnel and other Staff:
to the Managing Directors/Whole-time Directors only
The level and composition of remuneration will be after adoption of the audited financial statements by the
reasonable and sufficient to attract, retain and motivate shareholders at the Annual General Meeting.
persons of the quality required to handle appropriate The details of remuneration for the financial year ended
management roles in the Company successfully. The 31.03.2023 are as follows:
level of remuneration may be based on the qualification,
experience and expertise and potential of the person (a) Name (b) Designation (c) Salary and perquisites
concerned and also the responsibilities to be shouldered, (`) (d) Commission (`) (e) Total (`)
criticality of the job to the Company’s business and (a) Mr. K M Mammen (b) Chairman & Managing Director
any other criteria as considered appropriate. The (c) 182616308 (d) 115636452 (e) 298252760;
compensation package may comprise of a fixed (a) Mr. Arun Mammen (b) Vice Chairman and Managing
compensation package in the nature of monthly and Director (c) 133910866 (d) 115227000 (e) 249137866;

41
 (a) Mr Rahul Mammen Mappillai (b) Managing There were no material pecuniary relationships or
Director (c) 117005024 (d) 101570400 (e) 218575424; transactions by Non-Executive Directors vis-à-vis
(a) Mr Samir Thariyan Mappillai (b) Whole-time Director the Company as per the materiality threshold laid
(c) 40715654 (d) 25200000 (e) 65915654; (a) Mr Varun down in Listing Regulations and also as per the
Mammen (b) Whole-time Director (c) 40908506 (d) Policy on Materiality of and dealing with Related
25200000 (e) 66108506. Party Transactions framed pursuant to the said
Note: Salary and perquisites include all elements of Regulations.
remuneration i.e., salary, allowances and benefits As required under the Listing Regulations, the Company
but excluding gratuity and leave benefits. The above has taken a Directors and Officers Liability Insurance
aggregate remuneration to the extent it exceeds 5% of (D&O) on behalf of all Directors including Independent
the net profits of the Company calculated as per Section Directors of the Company.
198 of the Companies Act, 2013, will be paid subject
8. Stakeholders’ Relationship Committee
to the approval of the shareholders as per Regulation
17(6)(e)(ii) of the Listing Regulations at the forthcoming (i) Reference
Annual General Meeting of the Company. The Committee looks into redressal of grievances of the
The Company has not issued any stock options to any investors namely shareholders. The Committee deals with
of the directors. The Managing Directors/ Whole-time grievances pertaining to non-receipt of annual report, non-
Directors are appointed by shareholders for a period of receipt of dividend, dematerialisation/rematerialisation of
five years at a time. Notice period and severance fees shares, complaint letters received from Stock Exchanges,
are not applicable. SEBI, etc. The Board of Directors has delegated the power of
(ii) The Non-Executive Directors are paid sitting fees for approving transmission of shares.
each meeting of the Board or Committee attended by (ii) Composition
them and also reimbursed expenses in connection The Committee comprises of 3 Directors. The Chairman of
with attending the meetings. The sitting fees paid for the Committee is a Non-Executive Independent Director. The
the financial year ended 31.03.2023 to Non-Executive members of the Committee are:
Directors are as follows:
Mr. V Sridhar Chairman
(a) Name (b) Sitting fees (`)
Mr. Ranjit I Jesudasen Member
(a) Mr. Ashok Jacob (b)100000; (a) Mr. V Sridhar Mr. K M Mammen Member
(b) 230000; (a) Mr. Vijay R Kirloskar (b) 50000;
(a) Mr. Ranjit I Jesudasen (b) 290000; (a) Dr. Salim Mr. S Dhanvanth Kumar, Company Secretary, is the Secretary
Joseph Thomas (b) 100000; (a) Mr. Jacob Kurian (b) of the Committee and the Compliance Officer.
220000; (a) Dr. (Mrs) Cibi Mammen (b) 100000; (a) (iii) Meeting and Attendance
Mrs. Ambika Mammen (b) 100000; (a) Mrs. Vimla Abraham
During the financial year ended 31st March, 2023, the
(b) 100000; (a) Mr. Dinshaw Keku Parakh (b) 25000;
Stakeholders’ Relationship Committee met on 09.08.2022. All
(a) Mr. Ramesh Rangarajan (b) 25000; (a) Mr. Vikram
the members of the Committee were present for the meeting.
Taranath Hosangady (b) 25000.
9 investor complaints were received during the financial year
Sitting fees are paid to Non-Executive Directors within ended 31.03.2023. All the complaints were redressed and no
the limits prescribed under the Companies Act, 2013. complaints were pending at the year end.

42
9. Risk Management Committee AGM for Date Time Venue
(i) Reference the Year
In accordance with Regulation 21 of the Listing Regulations, 2019-2020 24-09-2020 11.00 A.M Through Video
the terms of reference of the Committee include the following Conferencing (“VC”)/
namely formulation of detailed risk management policy, Other Audio Visual
ensuring that appropriate methodology, processes and Means (“OAVM”).
systems are in place to monitor and evaluate risks associated 2020-2021 12-08-2021 11.00 A.M Through Video
with the business of the Company, monitoring and overseeing Conferencing (“VC”)/
implementation of the risk management policy, including Other Audio Visual
evaluating the adequacy of risk management systems, Means (“OAVM”).
periodically reviewing the risk management policy, at least 2021-2022 04-08-2022 11.00 A.M Through Video
once in two years, including by considering the changing
Conferencing (“VC”)/
industry dynamics and evolving complexity recommendations
Other Audio Visual
and actions to be taken etc.
Means (“OAVM”).
(ii) Composition
b. Details of Special resolution passed during the last 3 Annual
The Committee comprises of 3 Executive Directors and an General Meetings:
Independent Director. The Chairman of the Committee is an
Executive Director. The members of the Committee are: Date of AGM Particulars of Special Resolution passed
Mr. K M Mammen Chairman 24-09-2020 Nil
Mr. Arun Mammen Member 12-08-2021 Nil
Mr. Rahul Mammen Mappillai Member 04-08-2022 Nil
Mr. Ranjit I Jesudasen Member c. Postal Ballot:
(iii) Meeting and Attendance During the financial year ended 31st March, 2023, the Board
During the financial year ended 31st March, 2023, the Risk sought the consent of the shareholders of the Company for
Management Committee met on 09.09.2022 and 03.03.2023. passing the following Special Resolutions through postal ballot
All the members of the Committee were present for all the as per the notice to the shareholders dated 08th November
meetings. 2022 and 24th February 2023:
10. General Body Meetings
a. The Company held its last three Annual General Meetings as
under:

43
Date of Postal Particulars of Special Resolution passed Date of Postal Particulars of Special Resolution passed
Ballot Notice Ballot Notice
08.11.2022 1. Appointment of Mr.VikramTaranath Hosangady 24.02.2023 1. Appointment of Mr. Arun Vasu (DIN: 00174675)
(DIN:09757469) as an Independent Director of as an Independent Director of the Company.
the Company 2. Appointment of Mr. Vikram Chesetty (DIN:
2. Appointment of Mr.Ramesh Rangarajan 01799153) as an Independent Director of the
(DIN: 00141701) as an Independent Director of Company.
the Company. 3. Appointment of Mr. Prasad Oommen (DIN:
3. Appointment of Mr.Dinshaw Keku Parakh 00385082) as an Independent Director of the
(DIN: 00238735) as an Independent Director of Company.
the Company. The above special resolutions were passed with requi-
The above special resolutions were passed with site majority on 31st March 2023.
requisite majority on 21st December 2022.
Voting pattern of the special resolutions passed through postal ballot on
Voting pattern of the special resolutions passed through postal ballot 31st March 2023, through the e-voting process, are as follows:
on 21st December 2022, through the e-voting process, are as follows: Particulars Resolution Resolution Resolution
No. 1 No. 2 No. 3
Votes in favour of the resolution
Particulars Resolution Resolution Resolution Number of members 719 720 719
No. 1 No. 2 No. 3 Number of votes cast by them 3283941 3283920 3283943
Votes in favour of the resolution % of total number of valid 99.96 99.96 99.96
Number of members 791 790 786 votes cast
Votes against the resolution
Number of votes cast by them 3170165 3170184 3166560
Number of members 26 24 26
% of total number of valid 100 100 99.88
votes cast Number of votes cast by them 1237 1233 1235
Votes against the resolution % of total number of valid 0.04 0.04 0.04
votes cast
Number of members 22 21 25
Invalid Votes Nil Nil Nil
Number of votes cast by them 245 217 3944
% of total number of valid 0.00 0.00 0.12 Mr. N C Sarabeswaran (Membership No. 009861) Senior Partner,
votes cast Messrs. Jagannathan & Sarabeswaran, Chartered Accountants was
Invalid Votes Nil Nil Nil appointed as the Scrutinizer for conducting the above postal ballots
as per the notice to the shareholders dated 08th November 2022
and 24th February 2023 through the e-voting process in a fair and
transparent manner.
d. As on date of this report, the company does not propose to pass any
special resolution by way of Postal Ballot.

44
11. Means of Communication d) Listing on Stock Exchanges:
Quarterly/half yearly results are disclosed to Stock Exchanges and Equity
also published in daily newspapers viz., Business Standard (all over 1. National Stock Exchange of India Ltd., (NSE) Exchange Plaza,
India) and Makkal Kural (Vernacular). As per the requirements of 5th Floor, Plot No. C/1, 5 G Block, Bandra-Kurla Complex,
Regulation 46 of the Listing Regulations, the quarterly/half yearly Bandra (E), Mumbai 400 051.
results and the press release issued annually are displayed on the
Company’s website www.mrftyres.com. The Company provides 2. Bombay Stock Exchange Ltd., (BSE) Phiroze Jeejeebhoy
information to the Stock Exchanges as per the requirements of the Towers, 25th Floor, Dalal Street, Mumbai 400 001.
Listing Regulations. No presentations were made to institutional Equity ISIN : INE883A01011
investors / analysts. The Company has a designated e-mail address Debt
viz., [email protected], exclusively for investor servicing.
National Stock Exchange of India Ltd., (NSE) Exchange Plaza, 5th Floor, Plot
12. Dividend Distribution Policy No. C/1, 5 G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051.
Pursuant to Regulation 43A of the Listing Regulations, the Company Debt ISIN: INE883A08016
is required to formulate a dividend distribution policy. The Policy is
available on the website of the Company https://www.mrftyres.com/ Details of Debenture Trustee: Axis Trustee Services Limited, Corporate
downloads/download.php?filename=Dividend-Distribution-Policy.pdf Office: The Ruby, 2nd Floor, SW 29, Senapati Bapat Marg, Dadar (West),
Mumbai – 400028, Tel No.: +91-22-62300451, Email: debenturetrustee@
13. General Shareholder Information
axistrustee.in
a) Annual General Meeting:
Listing fees upto the year ending 31st March, 2024 have been paid to the
Date and Time : Thursday, 27th July, 2023 at 11 A.M. above mentioned Stock Exchanges.
Venue : The company is conducting meeting During the financial year, none of the securities of the Company have
through Video Conference (VC) / Other suspended for trading.
Audio Visual Means (OAVM) During the year under review, the Company has allotted 15,000 listed,
unsecured, rated, redeemable, taxable, non-convertible debentures
b) Financial Year : 1st April to 31st March.
aggregating to `150 crores on a private placement basis.
c) Dividend payment date: e) Stock Code
Interim Dividend : 02.12.2022 Bombay Stock Exchange Code 500290
` 3 per share (30%)
National Stock Exchange Symbol MRF
II Interim Dividend : 06.03.2023
` 3 per share (30%)
Final Dividend : 21.08.2023, ` 169/- per share (1690%)
(subject to approval of shareholders)

45
f) Market Price Data h) Registrars and Transfer Agents :
Equity
Month Bombay Stock Exchange [BSE] National Stock Exchange [NSE]
In-house Share Transfer
High (`) Low (`) No. of High (`) Low (`) No. of MRF Limited No. 114, Greams Road,
Shares Shares Chennai - 600 006
Apr-2022 73317.50 65085.50 6138 73400.00 65099.95 196973 Tel: 044-28292777,
Website: www.mrftyres.com;
May-2022 78138.50 66685.10 13271 78165.65 66680.00 244859 E-mail: [email protected]
Jun-2022 77500.00 65900.05 6918 77570.00 65878.35 178487
In terms of SEBI Circular No. O&CC/FITTC/CIR-15/2002 dated
Jul-2022 83957.60 70294.25 10037 83970.00 70300.00 182364 27th December, 2002, your Company is carrying out both
Aug-2022 89333.00 82185.50 14803 89499.90 82101.00 274556 physical share registry work as well as electronic connectivity,
in-house. In-house Investor relations department provides various
Sep-2022 93855.00 78000.00 19012 93887.00 78689.95 376855 services viz., dematerialisation and rematerialisation of shares, share
Oct-2022 91200.00 80110.10 18096 91250.00 80100.00 227585 transmissions, disbursement of dividend, processing claims for
unclaimed dividend/shares, issue of duplicate share certificates,
Nov-2022 95954.35 85208.80 16150 96000.00 85100.00 334533 dissemination of information etc. Members are therefore requested
Dec-2022 95150.00 85148.95 5891 95243.65 85201.05 177834 to communicate on matters pertaining to physical shares to
Secretarial Department, MRF Limited, No. 114, Greams Road,
Jan-2023 94402.95 87000.00 6781 94480.00 86911.35 205933 Chennai 600 006.
Feb-2023 93219.90 84612.20 6404 93449.00 84640.00 180094 Debt
Mar-2023 87777.75 81390.95 4265 87399.40 81380.05 115080 Cameo Corporate Services Limited
“Subramanian Building”, 1, Club House Road,
g) Stock Performance: (Monthly Closing Price) Performance in
Chennai – 600 002. Tel: +91-44-28460390
comparison to BSE Sensex
Website: www.cameoindia.com
100000 64000
E-Mail: [email protected]
90000 62000
80000
i) Share Transfer System
60000
70000 SEBI has mandated that, effective from 1st April, 2019, no share can
58000
60000 be transferred in physical mode. Moreover, SEBI has also mandated
56000
50000
that resubmitted cases shall not be accepted / taken up for transfer
40000
54000 after 31st March, 2021. Dematerialisation requests received by the
52000 Company are normally processed within 10 days of its receipt.
30000

20000 50000

10000 48000

0 46000
Apr-22

May-23

Jun-22

Jul-22

Aug-22

Sep-22

Oct-22

Nov-22

Dec-22

Jan-23

Feb-23

Mar-23

MRF SHARE PRICE BSE SENSEX

46
j) Distribution of shareholding: (as at 31.03.2023) m) Commodity price risk or foreign exchange risk and hedging
activities:
No. of No. of
Shareholding % % i) Risk Management Policy of the Company with respect to
Shareholders Shares
commodities including through hedging:
Upto 100 41952 96.44 333914 7.87
101 - 500 1159 2.67 241995 5.71 The Company’s purchasing strategy does not involve hedging
activities and speculative buying. The risks are limited by
501 - 1000 135 0.31 94004 2.22 sourcing from different countries and regions and having long
1001 - 2000 101 0.23 145191 3.42 term contracts with prices linked to well accepted market
2001 - 3000 31 0.07 76062 1.79 indices and published reports.
3001 - 4000 22 0.05 80683 1.90 ii) Exposure of the Company to commodity risks faced by the
4001 - 5000 10 0.02 46460 1.10 entity throughout the year.
5001 - 10000 31 0.07 213970 5.05 A) Total exposure of the Company to commodities in INR:
10001 and 59 0.14 3008864 70.94 4286.67 Crores
above B) Exposure of the Company to various commodities:
TOTAL 43500 100.00 4241143 100.00
Commodity Exposure in Exposure in % of such exposure hedged through
k) Dematerialization of Shares and Liquidity Name INR towards Quantity terms commodity derivatives
the particular towards the Domestic market International Total
89.72% of total equity capital is held in dematerialized form
commodity particular market
with NSDL and CDSL as on 31st March, 2023. All requests for commodity
dematerialization of shares were processed within the stipulated time OTC Exchange OTC Exchange
period and no share certificates were pending for dematerialization. Natural ` 4286.67 268445MT NIL NIL NIL NIL NIL
Rubber Crores
Trading in equity shares of the Company is permitted only in
dematerialized form as per prevailing law. iii) Foreign Currency Risks:
The Company’s policy on hedging foreign currency risks is
explained in the notes to the financial statements.
n) Disclosures in relation to the Sexual Harassment of Women at
Electronic Form CDSL, Workplace (Prevention, Prohibition and Redressal) Act, 2013:
3,81,084
8.98% i. Number of complaints filed during the financial year: Nil
Physical Form,
4,35,828
ii. Number of complaints disposed of during the financial year:
10.28% Nil
Electronic Form NSDL, iii. Number of complaints pending as on end of the financial year:
34,24,231
80.74% Nil
o) Plant Locations
l) Outstanding GDR/Warrants/any other convertible instruments 1. Tiruvottiyur — Tiruvottiyur High Road, Chennai, Tamil Nadu.
The Company does not have any outstanding GDR / Warrants / any 2. Kottayam — No. 2, Vadavathoor, Kottayam, Kerala.
other convertible instruments.

47
 3. Goa — No. 1, Ponda, Goa. The details of related party transactions during the financial
year ended 31st March, 2023 are given in note 28d of the
4. Arkonam — Arkonam – Tiruttani Road, Ichiputhur,
financial statements.
Arkonam, Tamil Nadu.
During the year under review, your Company has entered
5. Medak — No. 2, Sadasivapet, Sangareddy,
into transactions with MRF SG PTE. LTD, a wholly owned
Telangana.
subsidiary of your Company for purchase of raw materials
6. Puducherry — Eripakkam Village, Nettapakkam Commune, and the total value of transactions executed during financial
Puducherry. year 2022-2023 exceed the materiality threshold adopted
7. Ankenpally — No. 2, Sadasivapet, Sangareddy, by the Company. These transactions were in the ordinary
Telangana. course of business and were on an arms length basis, details
of which are provided in Annexure IV of the Board’s Report
8. Perambalur — Naranamangalam Village & Post, Alathur as required under section 134(3)(h) of the Companies Act,
(2 plants) Taluk, Perambalur District, Tamil Nadu. 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014.
9. Dahej — Plot No. D-II-16, Dahej Industrial Area,
Galenda Village, Taluka - Vagara Dist. There are no transactions with any person or entity belonging
Bharuch, Gujarat to the promoters/promoter group which hold(s) 10% or more
shareholding in the Company.
p) Address for Correspondence: MRF Limited
During the year under review, there are no materially
No. 114, Greams Road, significant related party transactions that may have potential
Chennai – 600 006. conflict with the interests of listed entity at large.
Tel: (044) 28292777
(b) The Company has complied with the requirements of the
Fax: (044) 28295087
Stock Exchanges/SEBI and statutory authority on all matters
E-mail: [email protected]
related to capital markets during the last three years. No
14. Other Disclosures penalties, strictures were imposed on the Company by the
(a) As required under applicable Listing Regulations, your Stock Exchange/SEBI or any other statutory authority in respect
Company has adopted a policy on materiality of and of the same.
dealing with related party transactions which was approved (c) The Company has established a vigil mechanism pursuant
by the Board of Directors and uploaded on the Company’s to the requirements of Section 177(9) of the Companies
Website: https://www.mrftyres.com/downloads/download. Act, 2013 and Regulation 22 of the Listing Regulations.
php?filename=policy-on-materiality-of-and-dealing-with- No personnel have been denied access to the chairman
related-party-transactions.pdf of the Audit Committee to report genuine concerns.
Requisite approvals from the Audit Committee / Board Establishment of vigil mechanism is hosted on the
have been obtained for the transactions as stipulated under website of the Company under the web link: https://www.
applicable law. mrftyres.com/downloads/download.php?filename=Vigil-
Mechanism.pdf

48
 (d) The Company has complied with the mandatory requirements under the web link: https://www.mrftyres.com/downloads/
of Corporate Governance prescribed in Schedule II, Part A to download.php?filename=material-subsidary-policy.pdf The
D of the Listing Regulations. Company does not have any material unlisted subsidiary
(e) The Company has complied with all the applicable mandatory Company.
requirements specified in Regulations 17 to 27 and Clauses (h) The Company has issued a formal letter of appointment to
(b) to (i) of sub-regulation (2) of Regulation 46 of the Listing all the Independent Directors. The terms and conditions of
Regulations. their appointment have been disclosed on the Company’s
(f) The Board has laid down a Code of Conduct for all Directors website under the web link: https://www.mrftyres.com/
and senior management staff of the Company. The code investor-relations/terms-and-conditions-of-appoinment-of-
suitably incorporates for the Independent Directors their independent
duties as Independent Directors as laid down in Schedule IV of During the year, a meeting of the Independent Directors
the Companies Act, 2013. The code of conduct is available on was held as prescribed under applicable Listing Regulations
the website: www.mrftyres.com. All Directors and members of and the Companies Act, 2013. In the opinion of the Board,
the senior management have affirmed their compliance with Independent Director(s) fulfils the conditions specified
the code of conduct. in the Listing Regulations and are Independent of the
Your Company has also adopted a Code of Conduct to Management.
regulate, monitor and report trading by Designated persons During the financial year, none of the Independent Directors
and their Immediate Relatives as per SEBI (Prohibition of the Company have resigned before the expiry of their
of Insider Trading) Regulations, 2015. All Directors and tenure.
designated persons who could have access to unpublished (i) As required under the Listing Regulations, the Board of
price sensitive information of the Company are governed Directors have identified the following core skills / expertise/
by the Code. An annual disclosure was taken from the competencies as required in the context of its business and
Directors and designated persons, as at the end of the sector for it to function effectively.
year.
Core skills / expertise / competencies
(g) The Audit Committee reviews the financial statements of the
unlisted subsidiary companies. The minutes of the Board General Business / Industry awareness
Meetings of the unlisted subsidiary companies are placed at Functional Knowledge / General Management /
the Board meeting of the Company including statement of all Administration
significant transactions and arrangements entered into by then Communication and collaborative approach
unlisted subsidiary companies.
The Board collectively has the abovementioned skills /
Your Company has formulated a policy on material subsidiary
expertise / competence. The names of directors and the skills
as required under Regulation 16 of the Listing Regulations they possess are given below:
and the policy is hosted on the website of the Company

49
Name of the Director General Functional Communication confirming compliance of SEBI Regulations / Circulars /
Business/ knowledge/ and Guidelines issued thereunder and applicable to the Company.
Industry General Collaborative There are no observations or adverse remarks in the said
awareness Management/ approach report.
Administration
(l) Total fees for all services paid by the Company and its
Mr. K M Mammen   
subsidiaries, on a consolidated basis, to the Statutory Auditors
Mr. Arun Mammen    for the financial year ended 31st March, 2023 is `1.61 crores.
Mr. Rahul Mammen
   (m) List of Credit ratings obtained by the Company: The Ratings
Mappillai
given by CARE Ratings Limited for Long term Bank Facilities
Mr Samir Thariyan Mappillai   
to the extent of ` 2940 crores and Long term/ Short term Bank
Mr. Varun Mammen    Facilities to the extent of ` 1000 crores of the Company are
Mr. Ashok Jacob    CARE AAA; Stable (Triple A; Outlook : Stable) and CARE AAA;
Mr. V Sridhar    Stable / CARE A1+ (Triple A; Outlook: Stable / A One Triple
Mr. Vijay R Kirloskar    Plus), respectively.
Mr. Ranjit I Jesudasen    CARE Ratings Limited has also given CARE A1+ (A One Plus)
Dr. Salim Joseph Thomas    for Short term Bank Facilities, to the extent of `1500 crores.
Mr. Jacob Kurian    All the above credit ratings were reaffirmed by CARE Ratings
Dr. (Mrs) Cibi Mammen    Limited.
Mrs. Ambika Mammen    Further, CARE Ratings Limited has also given CARE AAA;
Mrs. Vimla Abraham    Stable (Triple A; Outlook : Stable) Ratings for the Non-
Mr. Vikram Taranath Convertible Debentures of the Company aggregating to `150
  
Hosangady Crores.
Mr. Ramesh Rangarajan   
(n) There was no preferential allotment or qualified institutions
Mr. Dinshaw Keku Parakh    placement as specified under Regulation 32 (7A) of Listing
(j) A Certificate has been received from Mr. K Elangovan, Regulations.
Elangovan Associates, Company Secretaries, Chennai, that (o) There was no instance during the financial year 2022-
none of the Directors on the Board of the Company has been 2023, where the Board of Directors has not accepted the
debarred or disqualified from being appointed or continuing recommendation of any committee of the Board which it was
as Directors of Companies by the Securities and Exchange mandatorily required to accept.
Board of India / Ministry of Corporate Affairs or any such
(p) Your Company has formulated a policy for determination
Statutory Authority.
of materiality of any event or information as required under
(k) Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019 Regulation 30 of the Listing Regulations and the policy is hosted
dated February 8, 2019, the Company has obtained an on the website of the Company under the web link: https://www.
Annual Secretarial Compliance Report from Mr. K Elangovan, mrftyres.com/downloads/download.php?filename=Policy-for-
Elangovan Associates, Company Secretaries, Chennai, determination-of-Materiality.pdf

50
 (q) Details of utilization of funds raised through preferential
Particulars Number of Number of
allotment or qualified institutions placement as specified
Members Shares
under Regulation 32 (7A). – Nil
Aggregate number of shareholders 221 5697
(r) Disclosure by listed entity and its subsidiaries of ‘Loans and
and the outstanding shares lying in the
advances in the nature of loans to firms/companies in which
suspense account at the beginning of the
directors are interested by name and amount’: Nil financial year.
(s) Details of material subsidiaries of the listed entity; including
Number of shareholders who 7 389
the date and place of incorporation and the name and date of
approached the Company for transfer of
appointment of the statutory auditors of such subsidiaries. –
the shares from suspense account during
Nil the financial year 2022-23
15. Discretionary requirements
Shareholders to whom shares were 7 389
The Company has adopted the following discretionary requirements:- transferred from the suspense account
a. The Company’s quarterly and half yearly results are published during the year.
in the newspapers and also uploaded on its website: www. Shares transferred to Investor Education - -
mrftyres.com and in Stock Exchange websites namely https:// and Protection Fund Authority as
neaps.nseindia.com and listing.bseindia.com. Therefore, no required by Section 124 (6) of the
individual communications are sent to the shareholders in this Companies Act, 2013 read with rules
regard. thereunder.
b. There are no qualifications in the Auditors’ Report on the Aggregate number of shareholders 214 5308
accounts for the financial year ended 31.03.2023. and the outstanding shares lying in the
suspense account as on 31.03.2023.
c. The internal audit head presents the internal audit observations
to the Audit Committee. The voting rights on these shares shall remain frozen till the rightful owner
of such shares claims the shares.
16. CEO / CFO Certification
18. Transfer of shares to Investor Education and Protection Fund (IEPF)
Mr. Rahul Mammen Mappillai, Managing Director and Mr. Madhu
P Nainan, Executive Vice President Finance, have certified to the Pursuant to the Companies Act, 2013 read with the Investor
Board regarding the financial statements for the financial year ended Education and Protection Fund Authority (Accounting, Audit,
31st March, 2023 in accordance with Regulation 17(8) of Listing Transfer and Refund) Rules, 2016 (hereinafter referred to as “IEPF
Regulations. Rules”), dividends that are unpaid or unclaimed for a period
17. Equity shares in MRF - Unclaimed Suspense Account of seven years from the date of their transfer are required to be
As required by the provisions of Regulation 39 (4) read with transferred by the Company to the IEPF, administered by the Central
Schedule V (F) of Listing Regulations, the Company has transferred Government. Further, according to the said IEPF Rules, shares in
the unclaimed shares lying in possession of the Company to MRF – respect of which dividend has not been claimed by the shareholders
Unclaimed Suspense Account. The status of unclaimed shares lying in for seven consecutive years or more shall also be transferred to the
MRF - Unclaimed Suspense Account as on 31.03.2023 are as under: demat account of the IEPF Authority.

51
 During the financial year 2022-23, the Company has transferred and senior management have affirmed compliance with the Code of
a total of 1115 Shares to IEPF Authority. The Company has also Conduct of the Company for the financial year ended 31st March,
transferred a sum of ` 4,87,038 being unclaimed dividend to IEPF. 2023.
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 On behalf of the Board of Directors
Rules.
19. Declaration
K M MAMMEN
As required by Para D of Schedule V to the Listing Regulations, it is Place: Chennai Chairman & Managing Director
hereby confirmed and declared that all the members of the Board Date: 03rd May, 2023  DIN: 00020202

52
 INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
TO THE MEMBERS OF MRF LIMITED
1. 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 31 March, 2023, 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
2. 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
3. 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.
4. 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.
5. 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.
6. 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
7. 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 and D of Schedule V of the Listing Regulations during the year ended 31st March, 2023.
8. 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.

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: 23036490BGXRXQ6423 UDIN: 23026143BGZEEH6111
Place: Chennai Place : Chennai
Date: 03rd May, 2023 Date: 03rd May, 2023

53
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT Products and Services
14. Details of business activities (accounting for 90% of the turnover):
SECTION A – GENERAL DISCLOSURES
Details of the Listed Entity:- Sr. Description of Description of % Of Turn-
1. Corporate Identity Number L25111TN1960PLC004306 No. Main Activity Business Activity over of the
(CIN) of the Listed Entity entity

2. Name of the company MRF Limited 1 Manufacturing Manufacturing and Sale 100%
and sale of Au- of Truck, Farm, Passenger,
3. Year of incorporation 05/11/1960 tomotive Tyres, Two-wheeler and other tyres,
4. Registered office address 114, Greams Road, Chennai Tube, Flap etc tubes, flaps etc.
600006 15. Products/Services sold by the entity (accounting for 90% of the
entity’s Turnover):
5. Corporate address 114, Greams Road, Chennai
600006 Sr. Product/Service NIC % Of total Turn-
6. E-mail [email protected] No. Code over contributed
7. Telephone 044-28292777 1 Manufacturing and sale of Auto- 2211 100%
motive Tyres, Tube, Flap etc.
8. Website www.mrftyres.com
9. Financial year for which 01-04-2022 to 31-03-2023 Operations
reporting is being done 16. Number of locations where plants and/or operations/offices of the
10. Name of the Stock Exchange(s) (a) National Stock Exchange of entity are situated:
where shares are listed India Ltd. (b) BSE Limited.
Location Number of Number of Total
11 Paid-up Capital `42411430 Manufacturing Units offices
12. Name of contact details of the (a) Mr. K M Mammen National 10 192 202
person who may be contacted (DIN: 00020202),
in case of any queries on the Chairman & Managing Director, International 0 3 3
BRSR Report Tel. No.: +91 44 28292777,
E-mail Id: [email protected] 17. Markets served by the entity:
(b) Mr. Arun Mammen The company operates in the following markets mentioned below:
(DIN: 00018558), a. Number of locations
Vice Chairman and
Managing Director, Locations Number
Tel. No.: +91 44 28292777, National The Company sells its products in all the 28 states
E-mail Id: [email protected] (No. of States) and 8 Union territories in the country
13. Reporting boundary Standalone Basis International The Company serves in more than 60+
(No. of Countries) countries

54
 b. What is the contribution of exports as a percentage of the 19. Participation/Inclusion/Representation of women
total turnover of the entity?
Total (A) No. and percentage of Females
8.27%
No. (B) % (B / A)
c. A brief on types of customers
Board of Directors 17 3 17.64
Institutional Customers (Orginal Equipments Manufacturers,
State Transport Undertakings, Defence, Govt. Departments, Key Management Personnel
2* 0 0
Contractors) and Retail Markets. (KMPs)

Employees Note: * Excluding Managing Directors / Wholetime Directors

18. Details as at the end of Financial Year: 20. Turnover rate for permanent employees and workers
a. Employees and workers (including differently abled): (Disclose trends for the past 3 years)

Employees FY 2022-23 FY 2021-22 FY 2020-21

Sr. Particulars Total Male Female Male Female Total Male Female Total Male Female Total
No. (A)
No. (B) % (B/A) No. (C) % (C/A) Permanent 16% 7% 16% 13% 7% 13% 6% 5% 6%
Employees
1. Permanent (D) 6804 6762 99 42 1
2. Other than Permanent (E) 126 125 99 1 1 Permanent 4% 0 4% 1% 0 1% 0.34% 0 0.34%
Workers
3. Total employees (D + E) 6930 6887 99 43 1
Holding, subsidiary and associate companies (including joint ventures)
Workers
4. Permanent (F)
21. (a) Names of holding / subsidiary / associate companies /
12246 12246 100 0 0
joint ventures
5. Other than Permanent (G) 15420 15121 98 299 2
The company has a total of 4 subsidiaries.
6. Total workers (F + G) 27666 27367 99 299 1
Sr. Name of the holding Indicate % Of Does the entity
b. Differently abled Employees and workers: No. / subsidiary / associ- whether shares indicated at
Differently abled employees: ate companies / joint holding/ held by column A,
ventures Subsid- listed participate in
Sr. No. Particulars Total (A) Male Female
(A) iary/ entity the Business
No.(B) % (B/A) No. (C) % (C/A)
Associate/ Responsibility
1. Permanent (D) 12 12 100 0 0
Joint initiatives of the
2. Other than Permanent (E) 0 0 0 0 0 Venture listed entity?
3. Total differently abled (Yes/No)
12 12 100 0 0
employees (D + E)
Differently abled workers: 1 MRF Corp. Ltd. Subsidiary 100%
4. Permanent (F) 56 56 100 0 0 2 MRF International Ltd. Subsidiary 94.66%
5. Other than permanent (G) 0 0 0 0 0 -No-
3 MRF Lanka (P) Ltd. Subsidiary 100%
6. Total differently abled 56 56 100 0 0
workers (F + G) 4 MRF SG PTE. LTD Subsidiary 100%

55
CSR
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) - Yes
(ii) Turnover (Revenue from Operations) (in `) – 22578.23 Crores
(iii) Net worth (in `) – 14508.87 Crores
Transparency and Disclosure Compliances
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:
Stakeholder group from Grievance Re- FY 2022-23 FY 2021-22
whom complaint is received dressal Mech- Current Financial Year Previous Financial Year
anism in Place Number of Number of Remarks Number of Number of Remarks
(Yes/No) (If yes, complaints complaints complaints complaints
then provide filed during pending reso- filed during pending reso-
web-link for the year lution at close the year lution at close
grievance re- of the year of the year
dress policy)
Communities Yes 0 0 - 1 0 a

Shareholders and Investors Yes 9 0 - 16 0 -

Employees and workers Yes 2 1 - 0 0 -
Customers Yes 47837 1 - 35311 3 -
Value Chain Partners -
No 0 0 - 0 0 -
Supplier
Other (please specify) - - - - - - -
Weblink: https://www.mrftyres.com/investor-relations/mrf-mechanism-for-grievance-redressal

Note:

a A litigation is pending before the National Green Tribunal (‘NGT’) at Chennai alleging that the constructions of the new Warehouse and the R&D Centre at Tiruvottiyur, Chennai
have not received requisite government approvals. The Committee appointed by the NGT has concluded that required approvals are in place. The matter is awaiting disposal
by the National Green Tribunal.

56
24. Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an
opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the
following format .
Overview of the entity’s material responsible business conduct issues:

Sr. Material identified Indicate Rationale for identifying the risk / oppor- In case of risk, approach Financial impli-
No. issue whether risk tunity to adapt or mitigate cations of the risk
or opportunity or opportunity
(R/O) (Indicate positive
or negative impli-
cations)
1 Carbon R MRF is currently in the process of MRF has taken multiple measures to reduce Negative
Emissions evaluating both direct and indirect green its emission through utilization of biofuels,
house gas emissions. MRF aspires to renewable energy and improving its efficiency
contribute to the national and international across operation.
goal of reducing environmental impact.
2 Water O Water is a critical resource for our Positive
Management operations. We see it as an opportunity
to improve our water efficiency and to
minimise our water costs.
3 Energy O Better energy management would enable Positive
Management reduction in the cost of energy.
4 Opportunities in O As we are in the process of reducing Positive
Renewable Energy our carbon footprint, we are exploring
renewable energy interventions apart from
our consistent initiatives around improving
energy efficiencies and improving conser-
vation of resources year-on-year.
5 Toxic Emission R The hazardous waste generation and toxic The hazardous waste is disposed of through Negative
& Waste emission from our operations are minimal the authorised agencies prescribed under the
in quantity and nature. These needs to be respective State Pollution Control Board. In our
disposed and controlled responsibly. operation, toxic emissions are at negligible level.
We have adopted adequate engineering controls
in our system to control toxic emission.
6 Occupational O Occupational Health and Safety System Positive
Health and Safety is an integral part of MRF operations. Our
objective is to drive down accidents and
ill health by monitoring health and safety
performance and producing guidance.

57
SECTION B – MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements.
At MRF, we have a robust management framework in place which enables us to align with the NGRBC Principles with respect to structure and policies
to ensure we continue to deliver our best in an ethical and responsible way. This encompasses transparent and principled business practices that hold us
accountable, as well as protects the interests of our stakeholders, including customers and employees.

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and Management Processes
1. a) Whether your entity’s policy/policies cover each principle and its core elements of Y Y Y Y Y Y Y Y Y
the NGRBCs. (Yes/No)
b) Has the policy been approved by the Board? (Yes/No) Y Y Y Y Y Y Y Y Y
c) Web Link of the Policies, if available https://www.mrftyres.com/downloads/download.
php?filename=Business-Responsibility-Policy.pdf
2. Whether the entity has translated the policy into procedures. (Yes / No) Y Y Y Y Y Y Y Y Y
3. Do the enlisted policies extend to your value chain partners? (Yes/No)
Y Y Y Y Y Y Y Y Y
(Note: Currently the coverage is extended to all our A+ and A category suppliers)
4. Name of the national and international codes/certifications/labels/ standards 9 of our 10 plants are certified for
(e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards ISO 45001:2018 - Occupational Health & Safety Management
(e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle. System Standard & ISO 14001:2015 Environmental Management
System Standard.
Since the 10th Plant (Dahej in Gujarat) is a new plant, it is in the
process of being certified.
5. Specific commitments, goals and targets set by the entity with defined timelines, if any. The company is in the process of comprehensively evaluating and
setting up its sustainability related goals and targets with a definitive
timeline/implementation plan to achieve those in the near future.
6. Performance of the entity against the specific commitments, goals and targets along-with reasons in Performance with respect to these targets would be tracked and
case the same are not met. assessed once these targets are set.
Governance Leadership and Oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements.
Sustainability in the automotive space is a sectoral activity, where a synergised approach with a common goal across the value chain could yield the necessary impact. As we
continue to be the leader in the space of automotive tyre manufacturing in India, it becomes essential for us to play an active role in helping the sector decarbonize thereby meeting
India’s target of net zero emission by 2070.
To support the national goal, we plan to set phase-wise targets and commitments to improve our sustainability performance in the coming years. While we have embarked on this
journey towards embedding sustainability in our business practices, we conducted our first materiality assessment to understand the key material issues of our business. We have
also conducted an extensive exercise of understanding our environmental footprint across our 10 manufacturing sites in India in the current reporting period. Going forward MRF
will continue to embark on this journey towards a sustainable future through the utilisation of clean energy, improving the efficiency of processes and optimisation of resources.
Further, key performance regarding the 9 NGRBC principles are mentioned in section C of our Business Responsibility and Sustainability Report.

58
8. Details of the highest authority responsible for implementation and oversight of the Business (a) Mr. K M Mammen (DIN : 00020202), Chairman &
Responsibility policy (ies). Managing Director, Tel. No. : +91 44 28292777,
E-mail Id : [email protected]
(b) Mr. Arun Mammen (DIN : 00018558), Vice Chairman
and Managing Director, Tel. No. : +91 44 28292777,
E-mail Id : [email protected]
9. Does the entity have a specified Committee of the Board/ Director responsible for decision making Yes, refer point 8 for the details.
on sustainability related issues? (Yes / No). If yes, provide details.

Policy and management processes

10. Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was undertaken by Director / Frequency (Annually/ Half - yearly/ Quarterly/
Committee of the Board/ Any other Committee Any other – please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above Y Y Y Y Y Y Y Y Y Q Q Q Q Q Q Q Q Q
policies and follow up action
Compliance with statutory Y Y Y Y Y Y Y Y Y Q Q Q Q Q Q Q Q Q
requirements of relevance
to the principles and,
rectification of any non-
compliances
11. Has the entity carried Regular reviews of our company policies are conducted by the internal audit team of MRF. Additionally, certain policies
out independent assessment/ like Health and Safety and Quality are subjected to external audits and certification processes.
evaluation of the working
of its policies by an external
agency? (Yes/No). If yes,
provide the name of the
agency.

12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to its business (Yes/No)
The entity is not at a stage where it is in a position to formulate and implement the policies
on specified principles (Yes/No)
The entity does not have the financial or/human and technical resources available for the task Not Applicable
(Yes/No)
It is planned to be done in the next financial year (Yes/No)
Any other reason (please specify)

59
SECTION C – PRINCIPLE WISE PERFORMANCE DISCLOSURE
Principle 1 – Businesses should conduct and govern themselves with integrity, and in a manner that is ethical, transparent, and accountable
MRF is committed to conduct its business in accordance with the applicable laws, rules and regulations along with highest standards of business ethics. MRF
has laid down a Code of Conduct for its operations which covers issues, inter alia, related to ethics etc and extends to all dealings between the Company and
its stakeholders. The Board’s commitment to governance is echoed throughout the organisation ensuring necessary procedures in place to uphold highest
standards of ethical conduct, transparency and accountability while dealing with stakeholders.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:

Segment Total number of Topics/principles covered under % of persons in respective

training and aware- the training and its impact category covered by the
ness programmes held awareness programmes
Board of directors 3 Training and awareness program on Sustainability 100
Key managerial personnel* 3 Training and awareness program on Sustainability 100
Employees other than Board of 278 Code of conduct, workplace ethics, Leadership 35
Directors and KMPs training, environmental Training, Safety Training,
Skill upgradation Training
Workers 244 Safety Training, Quality Training, Process Training, 24
Behavioural Training and Upskilling
* Excludes Managing Directors / Wholetime Directors
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with
regulators/ law enforcement agencies/ judicial institutions, in the financial year:

Monetary
NGRBC Principle Name of the regulatory/ enforcement Amount (In INR) Brief of the Case Has an appeal been
agency/ judicial institutions preferred? (Yes/No)
Penalty/ Fine Nil Nil Nil Nil Nil
Settlement Nil Nil Nil Nil Nil
Compounding fee Nil Nil Nil Nil Nil

60
 Non-Monetary
NGRBC Principle Name of the regulatory/ enforcement Amount (In INR) Brief of the Case Has an appeal been
agency/ judicial institutions preferred? (Yes/No)
Penalty/ Fine Nil Nil Nil Nil Nil
Settlement Nil Nil Nil Nil Nil
Compounding fee Nil Nil Nil Nil Nil
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision are preferred in cases where monetary or non-monetary action has
been appealed.

Case Details Name of the regulatory/ enforcement agencies/ judicial institutions

Nil Nil
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web link to the policy.
Yes. The “MRF Principles of Sustainability and Responsible Business Conduct” declares the Company’s commitment to conduct its business in all
respects, according to ethical, professional and legal standards, which prevail in the industrial sector in which the Company conducts its normal business.
Further it mandates every employee of the Company to ensure that the interests of the Company are not adversely impacted on account of their personal
interests/dealings and avoid engaging in illegal practices.
Please refer the “MRF Principles of Sustainability and Responsible Business Conduct” which is available on our website in the following link:
https://www.mrftyres.com/downloads/download.php?filename=Business-Responsibility-Policy.pdf
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of
bribery/ corruption.

FY 2022-23 FY 2021-22
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil
There have been no complaints against our Board of Directors, KMPs, Employees and Workers.
6. Details of complaints with regard to conflict of interest:

FY 2022-23 Remarks FY 2021-22 Remarks

Number of complaints received in relation to issues of Conflict of Interest of the Directors Nil NA Nil NA
Number of complaints received in relation to issues of Conflict of Interest of the KMPs Nil NA Nil NA

61
7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by regulators/ law enforcement agencies/
judicial institutions, on cases of corruption and conflicts of interest.
Not applicable
Principle 2 – Businesses should provide goods and services in a manner that is sustainable and safe.
MRF has adopted sustainability as a key business objective and protecting the environment is key to achieve this. MRF is committed to improve its sustainability
index and is working on a multipronged 4R strategy “reduce, recycle, reuse & renewable” as its axiom. MRF demonstrates business excellence through process
efficiency improvements and raw material circularity.
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product
and processes to total R&D and capex investments made by the entity, respectively.

FY 2022-23 FY 2021-22 Details of improvements in environmental and social impacts

(Current financial year) (Previous financial year)
R&D 17.5% 17.25% The expenditure is for R&D related to product improvements in
emission reduction and carbon footprint.
Capex 4.23% 4.54% Conservation of water, energy, reduction of emission and
carbon footprint, wastewater recycling and reusing across plants.
2. (a) Does the entity have procedures in place for sustainable sourcing? (Yes/No) -
Yes. MRF promotes sustainable sourcing and continually works towards increasing the value of purchases made from such suppliers. To support
sustainable sourcing, we encourage our suppliers and vendors to adopt suitable practices in their operations. Majority of our raw materials are
naturally sourced and we further expect our suppliers to adhere to our Supplier Sustainability Policy & Green Procurement Policy.
(b) If yes, what percentage of inputs were sourced sustainably?
79.3% (% by value procured) for the financial year 2022-23. These are emanating out of purchase from A+ and A category suppliers, who are
covered under Supplier Sustainable Policy & Green Procurement Policy and from B category suppliers who have ISO 14001 certification.
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including
packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
All the plastic waste, E-waste, hazardous waste and other wastes are systematically segregated and disposed in accordance with regulatory requirements.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection plan is in line
with the EPR plan submitted to Pollution Control Boards?
Yes. The waste collection and processing plans are in line with the EPR plan submitted to Central Pollution Control Board.
Principle 3: Businesses should respect and promote the well-being of all employees, including those in their value chains
MRF considers well-being of employees and fair workplace practices crucial for the sustainable business growth. MRF has zero tolerance for any kind of
workplace harassment, bullying or intimidation, including sexual, physical, verbal and psychological abuse. MRF is committed to holistic growth of the
employees by imparting suitable training for skill upgradation and to establish a participative culture. Through effective communication, consultation and
engagement with employees, MRF ensures safe and healthy working conditions for the workforce along with fair wages and focuses towards zero occupational
injuries and ill-health.

62
Essential Indicators
1. a. Details of measures for the well-being of employees.

Category % of employees covered by

Total (A) Health insurance Accident insurance Maternity benefits Paternity benefits Day care facilities
Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent employees
Male 6762 6762 100 6762 100 NA - NA - NA -
Female 42 42 100 42 100 42 100 NA - NA -
Total 6804 6804 100 6804 100 42 - NA - NA -
Other than Permanent employees
Male 125 81 65 0 0 0 - NA - NA -
Female 1 1 100 0 0 0 0 NA - NA -
Total 126 82 65 0 0 0 - NA - NA -
b. Details of measures for the well-being of workers:

% of workers covered by
Health insurance Accident insurance Maternity benefits Paternity benefits Day care facilities
Category
Total (A) Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent employees
Male 12246 12246 100 12246 100 0 0 NA 0 NA 0
Female 0 0 0 0 0 0 0 NA 0 NA 0
Total 12246 12246 100 12246 100 0 0 NA 0 NA 0
Other than Permanent employees
Male 0 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0

63
2. Details of retirement benefits.

Benefits FY 2022-23 FY 2021-22

No. of employees No. of workers Deducted and No. of employees No. of workers Deducted and
covered as a % covered as a % deposited with covered as a % covered as a % deposited with
of total of total workers the authority of total of total workers the authority
employees (Y/N/N.A.) employees (Y/N/N.A.)
PF 100% 100% Yes 100% 100% Yes
Gratuity 100% 100% Yes 100% 100% Yes
ESI* 100% 100% Yes 100% 100% Yes
Others – please specify - - - - - -

*based on applicability

3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with
Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes, MRF’s offices are accessible to differently abled employees and workers. Steps and ramps, corridors, entry gates, emergency exits, parking – as well
as indoor and outdoor facilities including lighting, signage, alarm systems and toilets have been made across our offices. Further initiatives to improve
accessibility across our plants are being assessed.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web link to the policy.
Yes, MRF is an equal opportunity employer. Aspects of equal opportunity and rights of persons with disabilities have been included in our Human
Resource policies and further emphasised in our MRF Principles of Sustainability and Responsible Business Conduct.
Weblink: https://www.mrftyres.com/downloads/download.php?filename=Business-Responsibility-Policy.pdf
5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Gender Permanent employees Permanent workers

Return to work rate Retention rate Return to work rate Retention rate
Male NA NA NA NA
Female No Female staff have NA NA* NA
availed maternity benefits
during the period
Total - - - -
*There are no permanent woman workers.

64
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give details of the
mechanism in brief.

(If yes, then give details of the mechanism in brief)

Permanent workers Grievances of workmen are submitted either to the reporting supervisory authority or through recognised
unions or as per the procedure set out in the Standing Orders.
Other than permanent workers
Permanent employees Employees can submit their grievances to their reporting supervisory authority or head of Human Resources
function.
Other than permanent employees
Employees/workmen concerned can also use the Whistle Blower Policy / Vigil Mechanism or in case of
grievances under the Prevention of Sexual Harassment Act, using the mechanism provided under the Act.
7. Membership of employees and workers in association(s) or Unions recognized by the listed entity:

FY 2022-23 FY 2021-22
Total employees / No. of employees/work- % (B/A) Total employ- No. of employees/ % (D/C)
Category workers in respec- ers in the respective ees/workers in workers in the respec-
tive category (A) category, who are part the respective tive category, who are
of the association(s) or category (C) part of the associa-
Union (B) tion(s) or Union (D)
Employees
Male 6762 0 0 6597 0 0
Female 42 0 0 44 0 0
Total permanent Employees 6804 0 0 6641 0 0
Workers
Male 12246 10024 82 12093 9875 82
Female 0 0 0 0 0 0
Total permanent Workers 12246 10024 82 12093 9875 82

65
8. Details of training given to employees and workers:

FY 2022-23 FY 2021-22
Total (A) On health and safety On skill upgradation Total On health and safety On skill upgradation
Category
measures (D) measures
No. (B) %(B/A) No.(C) %(C/A) No. (E) % (E/D) No.(F) % (F/D)
Employees
Male 6762 1735 26 3151 47 6597 1442 22 3508 53
Female 42 5 12 18 43 44 2 5 5 11
Total 6804 1740 26 3169 47 6641 1444 22 3513 53
Workers
Male 12246 1600 13 6195 51 12093 811 7 3916 32
Female 0 0 0 0 0 0 0 0 0 0
Total 12246 1600 13 6195 51 12093 811 7 3916 32
9. Details of performance and career development reviews of employees and workers:

FY 2022-23 FY 2021-22
Category
Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 6597 6597 100 5594 5594 100
Female 44 44 100 40 40 100
Total 6641 6641 100 5634 5634 100
Workers
Male Workers are covered by Long Term Settlements between the Workers Union (on behalf of the workmen) and the Company which
are renewed at a fixed periodicity. The remuneration terms are revised at the time of renewal and as such there is no annual
Female
performance appraisal process. However, workmen are considered for promotion to supervisor/staff category on a need basis
Total based on their performance.
* The data pertains to July 2022 and July 2021 as our annual appraisal cycle is completed in the month of July of the respective financial year.
10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, what is the coverage of such a system?

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 Yes, an Occupational Health & Safety Management system is extended to all our manufacturing facilities.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?
Hazard Identification & Risk Assessment (HIRA) is used to identify all the hazards, assess risks based on the probability & severity and take controls based
on the hierarchy of risk control.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks.
Yes. The following processes are available for the workers to report work related hazards.
1. Safety inspection is conducted by workmen representatives. Actions are tracked till closure using action trackers.
2. Near miss /Hazard reporting forms and registers are available through which the employees report the workplace hazards & near misses.
3. All our Manufacturing plants have Safety Committee which has participation from workers. This committee meets every quarter to discuss health & safety
hazards issues. The discussed points are documented as minutes and tracked till closure. The feedback of this closure is shared with the workers.
d. Do the employees/ workers of the entity have access to non-occupational medical and healthcare services?
Yes. All our Occupational Health centres extend services for non-occupational related medical services.
11. Details of safety related incidents, in the following format:

Safety incident/number Category FY 2022-23 FY 2021-22

Lost Time Injury Frequency Rate (LTIFR) (per one-million-person hour worked) Employees 0.096 0.072
Workers 0.82 0.88
Total recordable work-related injuries Employees 8 6
Workers 103 108
No. of fatalities Employees 0 0
Workers 1 1
High consequence work-related injury or ill-health (excluding fatalities) Employees 0 0
Workers 0 0
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
l• Organisation’s Safety Performance is reviewed by the Top Management every month in the Corporate Steering Council Safety Meeting and the leadership
directives are transferred through these meetings.
l• Monthly Safety Review Meetings are held every month for all the Plants with participation from Vice President Manufacturing, Cluster heads and Plant heads.
l• Safety Inspections are being carried out in the Plants jointly by Safety Officers and Worker Members of Safety Committee.
l• Weekly Safety Review Meetings are conducted at all the plants and is being chaired by the respective Factory Managers.
l• All Area In-charges at plant carry out safety audits on alternate days.

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l• MRF Safety week campaigns organised at all the plants to bring awareness among workforces. This is in addition to National Safety Day / Month Celebrations.
13. Number of complaints on the following made by employees and workers

FY 2022-23 FY 2021-22
Category Filed during the Pending resolution Remarks Filed during the Pending resolution Remarks
year at the end of year year at the end of year
Working conditions 0 0 - 0 0 -
Health & safety 0 0 - 0 0 -
14. Assessments for the year

% of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Health and safety practices 100%
Working conditions 100%
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks/concerns arising from
assessments of health & safety practices and working conditions.
l Activity based training modules have been prepared to impart training for all employees in addition to the existing training modules.
l Behavioural interventions carried out for all high risk and unsafe acts observed during night shift audits.
l Dock levellers have been installed to load and unload materials from trucks with the help of forklifts instead of doing it manually.
l In flap presses, both upper and lower moulds have been secured with two clamped wire ropes to prevent fall.
l Safety guards provided in battery operated pallet truck footrest platform.
l Sticky rubber stock fall protection guard provided in Hot Feed Extruder.
l Material handling equipment related near miss and unsafe act reporting campaign conducted.
Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders
MRF believes stakeholder participation is pivotal for any organisation’s success and hence endeavours to create long-term, sustainable value for all our stakeholders,
including investors, customers, suppliers, employees, value chain partners, communities, regulatory agencies and policy makers. To accomplish this, MRF engages
with various stakeholder groups both directly or through collective groups in a periodical manner to understand their expectations and requirements.
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
Any individual or group of individuals or institutions that adds value to the value chain of the Company or is materially affected by entity’s decision
is identified as a core stakeholder. At present, the given stakeholder groups identified have immediate impact on the operations and working of the
company. MRF has recognized both, internal stakeholder (i.e employees and leadership) and external stakeholder (i.e. regulators, investors, suppliers,
customers and community).

68
 We strive to create long-term value for all our stakeholders. In order to do so, we regularly engage and collaborate with our stakeholders to develop an
understanding of their needs and expectations.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

Stakeholder group Whether identified Channels of communication (Email, Frequency of en- Purpose and scope of engagement
as vulnerable & SMS, Newspaper, Pamphlets, Adver- gagement (Annually/ including key topics and concerns
marginalised group tisement, Community meetings, Notice half-yearly/ quarterly raised during such engagement
(Yes/No) board, Website), Other / others – please
specify)
Employees No l Intranet Portal On a regular basis l Employee benefits
l Functional and cross-functional l Equal opportunities
committees l Recognition
l Leader’s talk l• Learning and development
l Regular Employee Communication l• Safety and well-being
Forums l• Performance review and career
l Notice Board • development
l• Business update
l• Vision of the organisation

Customers No l Customer Service Support On a regular basis l Customer feedback

l Customer Satisfaction Survey l Resolution of their queries
l Advertising
Suppliers and No l Supplier and Vendor meets Half-yearly l Resolving queries
Vendors l Face-to-face and electronic l Assessing performance
correspondence l Recognition and engagement
l Supplier Audits activities
l Undertaking discussion on
sustainability parameters
Investors / No Newspaper advertisement, website, Quarterly/ Annual / To update them about
Shareholders Annual General Meetings, disclosures Event Based developments in the Company
to stock exchanges
Email, paper correspondence, physical Need based Address their grievances
meetings, telephone
Community Yes l Community consultations Periodic l Community development
l Community events
l Government Authorities
Regulatory and No l Annual reports On a need basis l Policy Advocacy
government l Making representations whenever l Deliberations and inputs on
bodies needed through trade associations regulations and policies that
l Formal dialogues have bearing on our operations

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Principle 5: Businesses should respect and promote human rights
Respect for human rights is part of the core values of MRF. In dealing with each other, the values which are at the core of our HR Philosophy i.e trust,
teamwork, mutuality and collaboration, objectivity, self-respect and human dignity are upheld.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

FY 2022-23 FY 2021-22
Category Total (A) No. of employees / % (B / A) Total (C) No. of employees % (D / C)
workers covered (B) / workers covered (D)
Employees
Permanent 6804 2347 34 6641 2309 35
Other than permanent 0 0 - 0 0 -

Total employees 6804 2347 34 6641 2309 35

Workers

Permanent 12246 2847 23 12093 2533 21

Other than permanent 0 0 - 0 0 -

Total workers 12246 2847 23 12093 2533 21

2. Details of minimum wages paid to employees and workers

FY 2022-23 FY 2021-22
Total (A) Equal to minimum More than minimum Total (D) Equal to minimum More than minimum
Category
wage wage wage wage
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)
Employees
Permanent 6804 - 0 6804 100 6641 - 0 6641 100
Other than 0 - 0 0 0 0 - 0 0 0
permanent
Total employees 6804 - 0 6804 100 6641 - 0 6641 100

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 Workers
Permanent 12246 - 0 12246 100 12093 - 0 12093 100
Other than 0 - 0 0 0 0 - 0 0 0
permanent
Total workers 12246 - 0 12246 100 12093 - 0 12093 100
3 Details of remuneration/salary/wages

Male Female
Number Median remuneration/ salary/ wages of Number Median remuneration/ salary/ wages of
respective category (In `) respective category (In `)
Board of Directors (BoD) 9 The non-executive board members 3 The non-executive board members receive
Non-Executive receive only sitting fees for attending only sitting fees for attending meetings of
meetings of the board/ committee. the board/ committee. Hence, computation
Hence, computation of median of median remuneration is not relevant
remuneration is not relevant
Board of Directors (BoD) Executive 5 218575424 0 -
Key managerial personnel 2 19206821 0 -
Employees other than BoD and KMP 6760 607169 42 905659
Workers 12246 543600* - -
* Median of Yearly Gross across Plants
4. Do you have a focal point (individual/ committee) responsible for addressing human rights impacts or issues caused or contributed to by the business?
(Yes/No)
Yes, Head of Human Resources is the designated focal point for addressing human rights impacts or issues.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Human rights related issues can be reported by our employees, workers, senior management and other stakeholders to their superiors (or through the
whistle blower mechanism). Further we have internal committee to address any issues related to sexual harassments.

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6. Number of complaints on the following made by employees and workers:

FY 2022-23 FY 2021-22
Filed during the Pending resolution Remarks Filed During the Pending resolution at Remarks
year at the end of year year the end of year
Sexual harassment Nil - - Nil - -
Discrimination at workplace Nil - - Nil - -
Child labour Nil - - Nil - -
Forced labour/Involuntary labour Nil - - Nil - -
Wages Nil - - Nil - -
Other human rights-related issues Nil - - Nil - -
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
MRF strives to maintain a healthy, safe and productive work environment that is free from discrimination or any form of harassment for all internal and external
stakeholders. An Internal Complaints Committee has been constituted for resolution for any complaints that may arise in this regard. Further our Code of Conduct
and the mechanism under the Prevention of Sexual Harassment Act ensures that any discrimination and harassments are avoided.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, aspects of human rights are covered as part of our agreements with Vendors.
9. Assessments of the year
% of your plants and offices that were assessed (by the entity or statutory authorities or third parties)
Child labour 100%
Forced/involuntary labour 100%
Sexual harassment 100%
Discrimination at workplace 100%
Wages 100%
Others – please specify -
10. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the assessments at Question 9 above.
Nil
Principle 6: Businesses should respect and make efforts to protect and restore the environment
MRF believes that commitment to sustainable development is a key component of responsible corporate citizenship and therefore deserves to be accorded the
highest priority. MRF continuously endeavours to use sustainably sourced ingredients in products and manufacture products that are not only safe to use but
also environment friendly. MRF is committed to progressively adopt best practices prevailing in industry. MRF also believes in protecting the environment by
efficient use of resources, reduction of emissions and minimizing wastage.

72
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity
Parameter FY 2022-23 FY 2021-22
Total electricity consumption (A) Giga Joules (“GJ”) 3150668 2999572
Total fuel consumption (B) GJ 4974712 4956037
Energy consumption through other sources (C) GJ - -
Total energy consumption (A+B+C) GJ 8125380 7955609
Energy intensity per rupee of turnover: GJ /Cr. 359.88 418.96
(Total energy consumption/ turnover in rupees)

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.
No independent assessment/ evaluation/assurance has been carried out.
2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the performance, achieve and trade (PAT) Scheme of the
Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved,
provide the remedial action taken if any.
Not applicable.
There are no sites/facilities that have been identified as Designated Consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the
Government of India.
3. Provide details of the following disclosures related to water, in the following format

Parameter FY 2022-23 FY 2021-22

Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 1183267 1151083
(iii) Third-party water (municipal water supplies) 1595494 1574315
(iv) Seawater / desalinated water 0 0
(v) Others 119035 95193
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 2897796 2820591
Total volume of water consumption (in kilolitres) 2897796 2820591
Water intensity per rupee of turnover: Kilolitres/ Cr. (water consumed / turnover) 128.34 148.53

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency.
No independent assessment/ evaluation/assurance has been carried out.

73
4. Has the entity implemented a mechanism for zero liquid discharge? If yes, provide details of its coverage and implementation.
All our units have Zero Liquid discharges mechanism as specified by the Pollution Control Board of respective states in their consent except Kottayam
unit. In rainy seasons, Kottayam unit is permitted to discharge excess treated effluent if any as specified in their consent.
5. Please provide details of air emissions (other than Greenhouse Gas emissions (“GHG”)) by the entity:

Parameter Unit FY 2022-23 FY 2021-22

NOx µg/m3 Min: 11 - Max: 62 Min: 3 - Max: 39
SOx µg/m3 Min: 4 - Max: 39 Min: 4 - Max: 38
Particulate matter (PM) µg/m3 PM2.5- Min: 10 - Max: 58 / PM10 - PM2.5- Min:10 - Max: 77 / PM10 -
Min: 29 - Max: 98 Min: 25 - Max: 96
Persistent organic pollutants (POP) - NA NA
Volatile organic compounds (VOC) mg/m3 We are in the process of establishing monitoring systems across all our plants.
Hazardous air pollutants (HAP) - Below Detection Level Below Detection Level
Others – ozone-depleting substances - NA NA
(HCFC - 22 or R-22)
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) and its intensity:

Parameter Unit FY 2022-23 FY 2021-22

Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, Metric tonnes of CO2 567325 526290
PFCs, SF6, NF3, if available) equivalent
Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, Metric tonnes of CO2 603254 633588
PFCs, SF6, NF3, if available) equivalent
Total Scope 1 and Scope 2 emissions per rupee of turnover Metric tonnes of CO2 51.85 61.08
equivalent/ Cr. `
7. Does the entity have any project related to reducing greenhouse gas emission? If yes, then provide details.
Yes, following are the overview of current projects and initiatives in reducing greenhouse gas emission:
• l All plants are adopting specific power consumption and specific fuel consumption measures for the reduction of GHG emissions.
• l Horizontal deployment of nitrogen gas-based process in place of hot water system.
• l All plants are adopting specific water consumption reduction.
Future Endeavours:
• l MRF has signed agreement for purchasing of 20MW solar power for Tamil Nadu plants and 7.5MW hybrid (Solar and Wind) power for Gujarat
plant which will reduce its carbon footprint in future.

74
 l• Replacement of furnace oil-based steam generation with alternate gas-based fuel.
l• MRF initiated usage of Biomass as alternate fuel for Boilers
l• Installation of wastewater treatment plants with an aggregated capacity of 1200 KLD is in progress.
8. Provide details related to waste management by the entity, in the following format:

Parameter FY 2022-23 FY 2021-22

Total waste generated (in metric tonnes)
Plastic waste (A) 2881.14 3211.32
E-waste (B) 13.56 48.52
Bio-medical waste (C) 0.50 0.55
Construction and demolition waste (D) 0.00 100.00
Battery waste (E) 78.92 246.00
Radioactive waste (F) 0 0
Other Hazardous waste. Please specify, if any. (G) 1611.34 1503.84
Other Non-hazardous waste generated (H). 51675.20 52859.81
Total (A+B + C + D + E + F + G + H) 56260.66 57970.04
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled 17132 23147
(ii) Re-used 3519 2745
(iii) Other recovery operations 30571 25187
Total 51222 51079
For each category of waste generated, total waste disposed of by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration 134 315.5
(ii) Landfilling 2390 3392.5
(iii) Other disposal operations 0.00 0.00
Total 2524 3708
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce the usage
of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.
Wastes are segregated and stored properly. Hazardous wastes are disposed to authorized agency as per the regulatory norms and the remanining wastes
are disposed off to scrap vendors.

75
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands,
biodiversity hotspots, forests, coastal regulation zones, etc.) where environmental approvals/clearances are required, please specify details in the
following format:

Sr. No. Location of operations/ Type of operations Whether the conditions of environmental approval / clearance are being com-
offices plied with? (Y/N) If no, the reasons thereof and corrective action taken, if any.
1 Tiruvottiyur, Chennai Warehouse and R&D Yes
facility
11. Details of Environmental Impact Assessments of projects undertaken by the entity based on applicable laws, in the current financial year:

Name and brief EIA Notification No. Date Whether conducted by Results communicat- Relevant Web link
details of project independent external ed in public domain
agency (Yes / No) (yes/no)
Expansion of manufac- SIA/GA/ 22.10.2022 Yes Yes https://environmentclearance.nic.
turing facility adjacent MIN/235032/2021 in/TrackState_proposal.aspx?-
to existing location type=EC&status=EC_new&stat-
at Goa ename=Goa&pno=SIA/GA/
MIN/235032/2021&pid=192451
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such as the Water (Prevention and Control of Pollution) Act,
Air (Prevention and Control of Pollution) Act, Environment Protection Act, and rules there under (Y/N). If not, provide details of all such non-compliances:

Sr. No. Specify the law / regulation Provide details of the Any fines / penalties / Corrective action taken if any
/ guidelines which was not non-compliance action taken by regulatory
complied with agencies such as pollution
control boards or by courts
All plants are complying
with the norms prescribed
NA NA NA NA
by the concerned Pollution
Control Board.
Principle 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent
MRF is a member of several industry associations and contributes to these forums to represent industry concerns and support in implementing measures to
foster growth of industry. MRF is aware of its actions and is fully cognizant of its effects on the public and society at large. We ensure our actions bring forth a
positive influence on the society and its various stakeholders.

76
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
MRF is a member of the following four industry chambers and associations.
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such a body) the entity is a member of/ affiliated
to.

Sr. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/ associations (State/National)
No.
1 Automotive Tyre Manufacturers Association National
2 Confederation of Indian Industry National
3 Federation of Indian Chambers of Commerce and Industry National
4 The Madras Chamber of Commerce and Industry State
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from
regulatory authorities.

Name of authority Brief of the case Corrective action taken

No case was filed by any stakeholder against MRF regarding unfair trade practices, irresponsible advertising and anti-competitive behaviour during
the financial year.

Principle 8: Businesses should promote inclusive growth and equitable development

As a responsible corporate entity, MRF believes in fulfilling its responsibility towards the community through its Corporate Social Responsibility projects. MRF
strives to procure inputs and services from Micro, Small and Medium Enterprises. The Company has in place a Corporate Social Responsibility Policy framed
as per the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014. MRF’s CSR projects have
been primarily focused on disaster management including relief, promotion of education, livelihood enhancement, vocational skill development, promoting
health care, safe drinking water, training for sports, sanitation and hygiene and rural development projects.
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year - Not applicable

Name and brief details SIA notification No. Date of notification Whether conducted by Results communicated Relevant web
of project independent external in public domain(Yes/ link
agency (Yes/No) No)
- - - - - -

77
2. Provide information on the project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity:

S. No. Name of project State District No. of project % of PAFs covered Amounts paid to
for which R&R is affected families by R&R PAFs in the FY (In `)
ongoing (PAFs)
Not Applicable
3. Describe the mechanisms to receive and redress grievances of the community.
1. Meeting with the representatives of the community to understand the requirements.
2. Interactions with government agencies.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2022-23 FY 2021-22
Directly sourced from MSMEs/ small producers 23% 27%
Sourced directly from within the district and neighbouring districts 29% 28%

Principle 9: Businesses should engage with and provide value to their consumers in a responsible manner
MRF strives to adopt customer-oriented processes for achieving customer satisfaction including privacy of their data. MRF endeavours to offer products that
are most appropriate to the customers. We ensure that products supplied are as per stated quality and specifications to ensure customer satisfaction. We strive
to promptly respond to all queries, handle complaints in a fair manner and ensure that products comply with regulatory requirements including packaging,
labelling and adopt fair standards of advertising and promotion.
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Customer complaints are addressed by the local sales offices by inspection of the tyre by an accredited trained person. Such complaints are normally
disposed of in about 3 days’ time.
2. Turnover of products and/or services as a percentage of turnover from all products/services that carry information about:

As a % to total turnover
Environmental and social parameters relevant to the product -
Safe and responsible usage -
Recycling and/or safe disposal -

78
3. Number of consumer complaints in respect of the following:

FY 2022-23 Remarks FY 2021-22 Remarks

Receive during Pending reso- Received during Pending reso-
the year lution at end of the year lution at end of
year year
Data privacy Nil - Nil -
Advertising Nil - Nil -
Cyber-security Nil - Nil -
Delivery of essential Nil - Nil -
services
Restrictive trade practices Nil - Nil -
Unfair trade practices Nil - Nil -
Other Nil - Nil -

4. Details of instances of product recalls on account of safety issues.

Number Reasons for Recall

Voluntary Recalls 0 N/A
Forced Recalls 0 N/A
5. Does the entity have a framework/policy on cyber security and risks related to data privacy? If available, provide a web link to the policy.
Yes, MRF’s Cyber Security framework and privacy policy are published on the company’s website. https://www.mrftyres.com/privacy-policy
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data
privacy of customers; re-occurrence of instances of product recalls; penalty/action taken by regulatory authorities on the safety of products/services.
Not applicable

On behalf of the Board of Directors

K M MAMMEN
Chennai Chairman & Managing Director
03rd May, 2023 DIN: 00020202

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 STANDALONE
FINANCIAL STATEMENTS

80
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MRF together with the independence requirements that are relevant to our
LIMITED audit of the Standalone Financial Statements under the provisions of
the Act and the Rules thereunder, and we have fulfilled our other
1. Opinion ethical responsibilities in accordance with these requirements and the
We have audited the Separate financial statements (also known as ICAI’s Code of Ethics. We believe that the audit evidence we have
Standalone Financial Statements) of MRF Limited (“the Company”), obtained is sufficient and appropriate to provide a basis for our audit
which comprise the Balance Sheet as at 31st March 2023, the opinion on the Standalone Financial Statements.
Statement of Profit and Loss (including Other Comprehensive 3. Emphasis of Matter
Income), Statement of Changes in Equity and Statement of Cash
Flows for the year ended on that date, and a summary of significant We draw attention to Note 28(r(i)(a)) to the Standalone Financial
accounting policies and other explanatory information. Statement which describe the following matter :
In our opinion and to the best of our information and according In terms of the Order dated 31st August 2018 the Competition
to the explanations given to us, the aforesaid Standalone Financial Commission of India (CCI) has on 2nd February 2022 released its
Statements give the information required by the Companies Act, Order imposing penalty on the Company concerning the breach of
2013 (“the Act”) in the manner so required and give a true and provisions of the Competition Act, 2002 during the year 2011-2012
fair view in conformity with the Indian Accounting Standards (IND and imposed a penalty of `622.09 Crores on the Company. The
AS) prescribed under Section 133 of the Act read with Companies appeal filed by the Company has been disposed of by the National
(Indian Accounting Standards) Rules, 2015, as amended and other Company Law Appellate Tribunal (NCLAT) in December 2022, by
accounting principles generally accepted in India, of the state of remanding the matter to CCI for review after hearing the parties. CCI
affairs (financial position) of the Company as at 31st March 2023, has in February 2023 filed an appeal against the Order of NCLAT
and its profit (financial performance including Other Comprehensive before the Hon’ble Supreme Court. Pending disposal of the same,
Income), the Changes in Equity and its Cash Flows for the year the Company is of the view that no provision is considered necessary
ended on that date. in respect of this matter in the Standalone Financial Statements.
2. Basis for Opinion Our opinion is not modified in respect of this matter.
We conducted our audit of the Standalone Financial Statements in 4. Key Audit Matters
accordance with the Standards on Auditing (SAs) specified under Key audit matters are those matters that, in our professional
Section 143(10) of the Act. Our responsibilities under those Standards judgment, were of most significance in our audit of the financial
are further described in the Auditor’s Responsibilities for the Audit statements of the current year. These matters were addressed in
of the Standalone Financial Statements section of our report. We the context of our audit of the financial statements as a whole, and
are independent of the Company in accordance with the Code of in forming our opinion thereon, and we do not provide a separate
Ethics issued by the Institute of Chartered Accountants of India (ICAI) opinion on these matters.

Sr. Key Audit Matter Our Response

No.
1 Defined Benefit Obligation 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.
The valuation of the retirement benefit schemes
We tested the controls for determining the actuarial assumptions and the approval of those
in the Company is determined with reference
to various actuarial assumptions including assumptions by senior management. We found these key controls were designed, implemented
discount rate, future salary increases, rate of and operated effectively, and therefore determined that we could place reliance on these key
inflation, mortality rates and attrition rates. controls for the purposes of our audit.

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Sr. Key Audit Matter Our Response
No.
Due to the size of these schemes, small changes We tested the employee data used in calculating the obligation and where material, we also
in these assumptions can have a material impact considered the treatment of curtailments, settlements, past service costs, remeasurements, benefits
on the estimated defined benefit obligation. 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. Warranty Provision We understood and tested the controls over the assumptions applied in arriving at the warranty
provision, particularly vouching of relevant data elements with provision calculations; validation
The Company makes an estimated provision for
of formula used in the warranty spread sheet; management review control of the relevant internal
assurance type warranties at the point of sale.
This estimate is based on historical claims data. and external factors impacting the provision.

3. Litigation, Claims and Contingent Liabilities 

We understood the processes, evaluated the design and implementation of controls and tested
(Refer Note 28(r), to be read along with Emphasis the operating effectiveness of the Company’s controls over the recording and re-assessment of
of matter in Independent Auditor’s Report) uncertain legal positions, claims and contingent liabilities.
The Company is exposed to variety of different  We held discussions with senior management including the person responsible for legal
laws, regulations and interpretations thereof. and compliance to obtain an understanding of the factors considered by management in
Consequently, in the normal course of business, classification of the matter as ‘probable’, ‘possible’ and ‘remote’.
Provisions and Contingent Liabilities may arise  Examined the Company’s legal expenses on sample basis and read the minutes of the board
from legal proceedings, constructive obligations meetings in order to ensure completeness.
and commercial claims. • With respect to tax matters, involving our tax specialists, and discussing with the Company’s
 Management applies significant judgement tax officers, their views and strategies on significant cases, as well as the related technical
when considering whether and how much grounds relating to their conclusions based on applicable tax laws.
to provide for the potential exposure of each • Assessing the decisions and rationale for provisions held or for decisions not to record
matter. provisions or make disclosures.
• These estimates could change substantially • For those matters where management concluded that no provisions should be recorded,
over time as new facts emerge as each legal considering the adequacy and completeness of the Company’s disclosures.
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.

82
Sr. Key Audit Matter Our Response
No.
4. Property, Plant & Equipment (Including Capex) Principal Audit Procedures
• Tracking and monitoring capex requires more Our audit approach consisted testing of the design and operating effectiveness of the internal
attention to ensure reasonable accurateness controls and substantive testing as follows:
and completeness of financial reporting in
respect of Property, plant and equipment. • We assessed company’s process regarding maintenance of records and accounting of
transactions pertaining to Property, plant and equipment including capital work-in-progress
• Further, technical complexities require
with reference to Indian Accounting Standard 16.
management to assess and make estimates/
judgements about capitalization, estimated • We have carried out substantive audit procedures at financial and assertion level to verify the
useful life, impairment etc. which has material capitalization of assets as Property, plant & equipment.
impact on Balance sheet and operating results. • We have reviewed management judgement pertaining to estimation of useful life and
• Refer note 1 to Standalone financial statements. 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.

5. Information Other than the Standalone Financial Statements and Standalone Financial Statements that give a true and fair view of
Auditor’s Report thereon the financial position, financial performance including Other
The Company’s Board of Directors is responsible for the preparation of the Comprehensive Income, Changes in Equity and Cash Flows of the
other information. The other information comprises the information included Company in accordance with the IND AS and other accounting
in the Board’s Report including Annexures to Board’s Report, Management principles generally accepted in India. This responsibility also
Discussion and Analysis, Report on Corporate Governance, Business includes maintenance of adequate accounting records in accordance
Responsibility and Sustainability Report, but does not include the Standalone with the provisions of the Act for safeguarding of the assets of
Financial Statements and our auditor’s report thereon. Our opinion on the Company and for preventing and detecting frauds and other
the Standalone Financial Statements does not cover the other information irregularities; selection and application of appropriate accounting
and we do not express any form of assurance conclusion thereon. policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
In connection with our audit of the Standalone Financial Statements, internal financial controls, that were operating effectively for
our responsibility is to read the other information and, in doing so, ensuring the accuracy and completeness of the accounting records,
consider whether the other information is materially inconsistent with relevant to the preparation and presentation of the Standalone
the Standalone Financial Statements or our knowledge obtained during Financial Statements that give a true and fair view and are free from
the course of our audit or otherwise appears to be materially misstated. material misstatement, whether due to fraud or error.
If, based on the work we have performed, we conclude that there is In preparing the Standalone Financial Statements, management is
a material misstatement of this other information, we are required to responsible for assessing the Company’s ability to continue as a
report that fact. We have nothing to report in this regard. going concern, disclosing, as applicable, matters related to going
6. Management’s Responsibility for the Standalone Financial Statements concern and using the going concern basis of accounting unless
The Company’s Board of Directors is responsible for the matters stated management either intends to liquidate the Company or to cease
in section 134(5) of the Act with respect to the preparation of these operations, or has no realistic alternative but to do so.

83
 The Board of Directors is responsible for overseeing the Company’s evidence obtained, whether a material uncertainty exists
financial reporting process. related to events or conditions that may cast significant doubt
7. Auditor’s Responsibility for the audit of the Standalone Financial on the Company’s ability to continue as a going concern.
Statements If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the
Our objectives are to obtain reasonable assurance about whether
the Standalone Financial Statements as a whole are free from related disclosures in the Standalone Financial Statements
material misstatement, whether due to fraud or error, and to issue or, if such disclosures are inadequate, to modify our opinion.
an auditor’s report that includes our opinion. Reasonable assurance Our conclusions are based on the audit evidence obtained
is a high level of assurance, but is not a guarantee that an audit up to date of our auditor’s report. However, future events or
conducted in accordance with SAs will always detect a material conditions may cause the Company to cease to continue as a
misstatement when it exists. Misstatements can arise from fraud or going concern.
error and are considered material if, individually or in the aggregate, •  Evaluate the overall presentation, structure and content of the
they could reasonably be expected to influence the economic Standalone Financial Statements, including the disclosures,
decisions of users taken on the basis of these Standalone financial and whether the Standalone Financial Statements represent
statements. the underlying transactions and events in a manner that
As part of an audit in accordance with SAs, we exercise professional achieves fair presentation.
judgement and maintain professional scepticism throughout the We communicate with those charged with governance regarding,
audit. We also: among other matters, the planned scope and timing of the audit and
•  Identify and assess the risks of material misstatement of the significant audit findings, including any significant deficiencies in
Standalone Financial Statements, whether due to fraud or internal control that we identify during our audit.
error, design and perform audit procedures responsive to We also provide those charged with governance with a statement
those risks, and obtain audit evidence that is sufficient and that we have complied with relevant ethical requirements regarding
appropriate to provide a basis for our opinion. The risk of independence, and to communicate with them all relationships
not detecting a material misstatement resulting from fraud is and other matters that may reasonably be thought to bear on our
higher than for one resulting from error, as fraud may involve independence, and where applicable, related safeguards.
collusion, forgery, intentional omissions, misrepresentations,
From the matters communicated with those charged with governance,
or the override of internal control.
we determine those matters that were of most significance in the
•  Obtain an understanding of internal financial controls relevant audit of the Standalone Financial Statements of the current year and
to the audit in order to design audit procedures that are are therefore the key audit matters. We describe these matters in our
appropriate in the circumstances. Under Section 143(3)(i) of auditor’s report unless law or regulation precludes public disclosure
the Act, we are also responsible for expressing our opinion about the matter or when, in extremely rare circumstances, we determine
on whether the Company has adequate internal financial that a matter should not be communicated in our report because the
controls with reference to financial statements in place and adverse consequences of doing so would reasonably be expected to
the operating effectiveness of such controls. outweigh the public interest benefits of such communication.
•  Evaluate the appropriateness of accounting policies used 8. Report on Other Legal and Regulatory Requirements
and the reasonableness of accounting estimates and related
As required by the Companies (Auditor’s Report) Order, 2020 (“the
disclosures made by the management.
Order”) issued by the Central Government in terms of Section
 Conclude on the appropriateness of management’s use of the 143(11) of the Act, we give in “Annexure A” a statement on the
going concern basis of accounting and, based on the audit matters specified in paragraphs 3 and 4 of the Order.

84
 As required by Section 143(3) of the Act, based on our audit, we litigations on its financial position in its Standalone
report that: Financial Statements – Refer Note 28 (r) to the Standalone
a) We have sought and obtained all the information and Financial Statements;
explanations which to the best of our knowledge and belief ii. The Company has long-term contracts including
were necessary for the purposes of our audit. derivative contracts for which there were no material
b) In our opinion, proper books of account as required by law foreseeable losses;
have been kept by the Company so far as it appears from our iii. There has been no delay in transferring amounts,
examination of those books. required to be transferred to the Investor Education and
c) The Balance Sheet, the Statement of Profit and Loss including Protection Fund by the Company.
Other Comprehensive Income, the Statement of Changes in iv. (a) As represented to us by the management and to
Equity and the Cash Flow Statement dealt with by this Report the best of its knowledge and belief, no funds have
are in agreement with the books of account. been advanced or loaned or invested (either from
d) In our opinion, the aforesaid Standalone Financial Statements borrowed funds or share premium or any other
comply with the IND AS specified under section 133 of the sources or kind of funds) by the Company to or in
Act. any other person(s) or entity(ies), including foreign
entities (“intermediaries”), with the understanding
e) On the basis of the written representations received from
whether recorded in writing or otherwise that the
the directors as on 31st March, 2023 taken on record by the
Intermediary shall, whether, directly or indirectly
Board of Directors, none of the directors are disqualified as on
lend or invest in other persons or entities identified
31st March, 2023 from being appointed as a director in terms
in any manner whatsoever by or on behalf of the
of Section 164 (2) of the Act.
Company (“Ultimate Beneficiaries”) or provide
f) With respect to the adequacy of the internal financial controls any guarantee, security or the like on behalf of the
with reference to standalone financial statements of the Ultimate Beneficiaries; and
Company and the operating effectiveness of such controls,
(b) As represented to us by the management and to
refer to our separate Report in “Annexure B”. Our report
the best of its knowledge and belief, no funds
expresses an unmodified opinion on the adequacy and
have been received by the Company from any
operating effectiveness of the Company’s internal financial
person(s) or entity(ies), including foreign entities
controls with reference to standalone financial statements.
(“Funding Parties”), with the understanding,
g) As required by section 197(16) of the Act, based on our whether recorded in writing or otherwise, that the
audit, we report that the Company has paid and provided for Company shall, whether, directly or indirectly,
remuneration to its directors during the year in accordance lend or invest in other persons or entities identified
with the provisions of and limits laid down under section 197 in any manner whatsoever by or on behalf of the
read with Schedule V to the Act. Funding Party (“Ultimate Beneficiaries”) or provide
h) With respect to the other matters to be included in the Auditor’s any guarantee, security or the like on behalf of the
Report in accordance with Rule 11 of the Companies (Audit Ultimate Beneficiaries; and
and Auditors) Rules, 2014, as amended in our opinion and to (c) Based on such audit procedures, we have
the best of our information and according to the explanations considered reasonable and appropriate in the
given to us: circumstances, nothing has come to our notice that
i. The Company has disclosed the impact of pending causes us to believe that the above representations

85
 under sub-clause (i) and (ii) of Rule 11(e) as applicable to the Company with effect from April 1, 2023, and
provided under (a) and (b) above, contain any accordingly, reporting under Rule 11(g) of Companies (Audit
material misstatement. and Auditors) Rules, 2014 is not applicable for the financial
year ended March 31, 2023.
v. The Company has complied with the provisions with
respect to Section 123 of the Companies Act, 2013 in For M M NISSIM & CO. LLP For SASTRI & SHAH
respect of final dividend proposed in the previous year, Chartered Accountants Chartered Accountants
interim dividends declared and paid by the company during Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S
the year and the proposed final dividend for the year which
is subject to the approval of members at the ensuing Annual N KASHINATH C R KUMAR
General Meeting; and Partner Partner
Mem. No. 036490 Mem. No. 026143
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 UDIN: 23036490BGXRXO3653 UDIN: 23026143BGZEEF8566
for maintaining books of account using accounting software Place: Chennai Place: Chennai
which has a feature of recording audit trail (edit log) facility is Date: 3rd May 2023 Date: 3rd May 2023

86
ANNEXURE ”A” TO THE INDEPENDENT AUDITOR’S REPORT OF have been obtained. No discrepancies of 10% or more in the
EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF MRF aggregate for each class of inventory were noticed on such
LIMITED physical verification of inventory when compared with books
of account.
(i) (a) A. The Company has maintained proper records showing
full particulars, including quantitative details and (b) According to the information and explanations given to us, the
situation of Property, Plant and Equipment and right-of- Company has been sanctioned working capital limits in excess
use assets; 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
B. The Company has maintained proper records showing opinion and according to the information and explanations
full particulars of intangible assets. given to us, the quarterly returns and other stipulated financial
(b) The Assets have been physically verified by the management information filed by the Company with such banks are
in accordance with a phased programme of verification, in agreement with the unaudited books of account of the
which in our opinion is reasonable, considering the size and Company for the first three quarters and with the audited
the nature of its business. The frequency of verification is books of account in respect of fourth quarter ending 31st
reasonable and no material discrepancies have been noticed March 2023 and there are no material discrepancies.
on such physical verification. All discrepancies have been (iii) The Company has made investments in companies and other
properly dealt with in the books of accounts. entities. The Company has not provided any guarantee or security,
(c) Based on our examination of the registered sale deed / transfer and granted any loans or advances in the nature of loans, secured or
deed / conveyance deed / property tax paid documents unsecured, to companies, firms, Limited Liability Partnerships or any
(which evidences title) provided to us, we report that, the other parties during the year.
title in respect of self–constructed buildings and title deeds
of all other immovable properties, (other than immovable (a) The Company has not provided any loans or advances in the
properties where the Company is the lessee and where the nature of loans or stood guarantee or provided security to any
lease agreements are duly executed in favour of the Company) other entity during the year and hence reporting under clauses
disclosed in the financial statements included in property, (iii) (a), (c), (d), (e) and (f) of the order are not applicable.
plant and equipment are held in the name of the Company as (b) In our opinion, the investments made in companies are, prima
at the balance sheet date. facie, not prejudicial to the company’s interest.
(d) The Company has not revalued any of its Property, plant and (iv) In our opinion, in respect of investments made, the Company has
equipment (including of right-of-use assets) and intangible complied with the provisions of Section 186 of the Act.
assets during the year. (v) The Company has not accepted any deposits or amounts which are
(e) No proceedings have been initiated during the year or are deemed to be deposits within the meaning of Sections 73 to 76 of
pending against the Company as at 31st March 2023 for the Act and the Companies (Acceptance of Deposits) Rules, 2014 as
holding any benami property under the Benami Transaction amended. Accordingly, the provisions of clause 3(v) of Para 3 of the
(Prohibition) Act, 1988, as amended and rules made Order are not applicable to the Company.
thereunder. (vi) We have broadly reviewed the books of account maintained by the
(ii) (a) The inventory, except for goods in transit and stocks held Company pursuant to the rules made by the Central Government for
with third parties, has been physically verified by the the maintenance of cost records under section 148 (1) of the Act,
management during the year at reasonable intervals. In our and are of the opinion that prima facie, the prescribed accounts and
opinion, the coverage and procedure of such verification by records have been made and maintained.
the management is appropriate having regard to the size of the (vii) (a) The Company is regular in depositing undisputed statutory
Company and the nature of its operation. For stocks held with dues, including Goods and Service Tax, Provident Fund,
third parties at the year end, written confirmations have been Employees’ State Insurance, Income Tax, Sales-Tax, Service
obtained and in respect of goods in transit, the goods have Tax, duty of customs, duty of excise, value added tax, cess
been received subsequent to the year-end or confirmation

87
 and any other statutory dues with appropriate authorities, (viii) There were no transactions relating to previously unrecorded income
where applicable. There are no undisputed amounts payable that were surrendered or disclosed as income in the tax assessments
in respect of such statutory dues which have remained under the Income Tax Act, 1961 (43 of 1961) during the year.
outstanding as at 31st March, 2023 for a period of more than (ix) (a) The Company has not defaulted in repayment of loans or other
six months from the date they became payable. borrowings or in the payment of interest thereon to any lender
(b) According to the records of the Company, the statutory dues during the year.
referred to in sub-clause (a) above which have not been
deposited as on 31st March 2023 on account of any dispute, (b) According to the information and explanations given to us and
are as follows: on the basis of our audit procedures, we report that the Company
has not been declared wilful defaulter by any bank or financial
Statute and nature of dues Financial year to which the Forum where ` institution or government or any government authority.
matter pertains dispute is pending Crores (c) To the best of our knowledge and belief, in our opinion, term loans
CENTRAL SALES TAX ACT, 1956 and VAT LAWS availed by the Company were, applied by the Company during
Sales tax / VAT and 1996-97 to 2004-05, 2006-07, Appellate 161.12 the year for the purposes for which the loans were obtained.
Penalty 2009-10 to 2018-19 Commissioner (d) According to the information and explanations given to
2003-04, 2005-06 to 2009-10, Appellate 15.26 us, and the procedures performed by us, and on an overall
2011-12, 2014-15 and 2016-17 Tribunal/Board examination of the financial statements of the Company, funds
1996-97, 2006-07 to 2017-18 High Court 22.06 raised on short-term basis have, prima facie, not been used
CUSTOMS ACT, 1962 during the year for long-term purposes by the Company.
Customs Duty and Penalty 2021-22 Appellate 0.29 (e) According to the information and explanations given to us and on
Commissioner an overall examination of the financial statements of the Company,
2010-11 to 2019-20, 2021-22 Appellate Tribunal 56.42 the Company has not taken any funds from any entity or person on
1992-93 to 1994-95 High Court 74.70 account of or to meet the obligations of its subsidiaries.
CENTRAL EXCISE ACT, 1944 and FINANCE ACT 1994 (f) According to the information and explanations given to us and
Excise duty, Service tax 2012-13 to 2016-17 Director General 221.31 procedures performed by us, we report that the Company has
and penalty Goods and not raised loans during the year on the pledge of securities
Service Tax held in its subsidiaries.
1997-98, 1998-99, 2006-07 to Appellate 0.28
2010-11, 2014-15 to 2017-18 Commissioner (x) (a) The Company has not raised any moneys by way of Initial
2008-09 to 2017-18 Appellate Tribunal 24.51 public offer or further public offer (Including debt instruments),
2001-02 Supreme Court 0.33
during the year and hence reporting under Clause (x) (a) of
Para 3 of the Order is not applicable to the Company.
INCOME TAX ACT 1961
Income Tax 2013-14 to 2015-16 Appellate 24.06 (b) The Company has not made any preferential allotment or
Commissioner private placement of share or fully convertible debentures
2014-15, 2018-19 and 2019-20 Appellate Tribunal 116.44 (fully, partially or optionally convertible) during the year and
2002-03 to 2005-06, 2008-09 High Court 3.53 accordingly provisions of clause (x)(b) of Para 3 of the Order
to 2011-12 are not applicable to the Company.
GOODS & SERVICES TAX (xi) (a) On the basis of our examination and according to the
GST 2017-18, 2019-20, 2020-21 Appellate 0.42 information and explanations given to us, no fraud by the
and 2022-23 Commissioner Company or any material fraud on the Company has been
2017-18 Appellate 0.14 noticed or reported during the year, nor have we been
Tribunal informed of any such case by the management.

88
 (b) To the best of our knowledge, no report under sub-section (12) of (xvii) The Company has not incurred cash losses during the Financial Year
section 143 of the Companies Act has been filed in Form ADT-4 covered by our audit and in the immediately preceding Financial Year.
as prescribed under rule 13 of Companies (Audit and Auditors) (xviii) There has been no resignation of the statutory auditors of the
Rules, 2014 with the Central Government, during the year. Company during the year.
(c) As represented to us by the management, there are no whistle (xix) On the basis of the financial ratios, ageing and expected dates of
blower complaints received by the Company during the year. realization of financial assets and payment of financial liabilities, other
(xii) The Company is not a Nidhi Company and accordingly provisions of information accompanying the financial statements and our knowledge
clause (xii) of Para 3 of the order are not applicable to the Company. of the Board of Directors and Management plans and based on our
examination of the evidence supporting the assumptions, nothing has
(xiii) On the basis of our examination and according to the information
come to our attention, which causes us to believe that any material
and explanations given to us, we report that all the transaction with
uncertainty exists as on the date of the audit report indicating that
the related parties are in compliance with Section 177 and 188 Company is not capable of meeting its liabilities existing at the date
of the Act, and the details have been disclosed in the Standalone of balance sheet as and when they fall due within a period of one year
Financial Statements in Note 28(d) as required by the applicable from the balance sheet date. We, however, state that this is not an
Indian Accounting standards. assurance as to the future viability of the Company. We further state
(xiv) (a) In our opinion the Company has an adequate internal audit that our reporting is based on the facts up to the date of the audit report
system commensurate with the size and the nature of its business. and we neither give any guarantee nor any assurance that all liabilities
(b) We have considered, the internal audit reports for the year under falling due within a period of one year from the balance sheet date, will
audit, issued to the Company during the year and till date, in get discharged by the Company as and when they fall due.
determining the nature, timing and extent of our audit procedures. (xx) (a) There are no unspent amounts towards Corporate Social
(xv) According to the information and explanations given to us, in our Responsibility (CSR) on ‘other than ongoing‘ projects requiring
opinion during the year the Company has not entered into any non a transfer to a Fund specified in Schedule VII to the Companies
-cash transactions with directors or persons connected with the Act in compliance with the provision of sub-section (5) of
section 135 of the said Act. Accordingly, reporting under clause
directors and hence provisions of Sec.192 of the Companies Act,
(xx) (a) of Para 3 of the Order is not applicable for the year.
2013 are not applicable to the company.
(b) In respect of ‘ongoing‘ projects, the company has transferred
(xvi) (a) The Company is not required to be registered under section
unspent CSR amount, to a special account within a period of 30
45-IA of the Reserve Bank of India Act, 1934 and accordingly,
days from the end of the said financial year in compliance with
provisions of clause (xvi) (a) of Para 3 of the Order are not
the provisions of sub-section (6) of section 135 of the said Act.
applicable to the Company.
(b) During the year, the Company has not conducted any
Non-Banking Financial or Housing Finance activities and For M M NISSIM & CO. LLP For SASTRI & SHAH
accordingly, provisions of clause (xvi) (b) of Para 3 of the Chartered Accountants Chartered Accountants
Order are not applicable to the Company. Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S
(c) The Company is not a Core Investment Company (CIC) as
defined in the Regulations made by the Reserve Bank of India N KASHINATH C R KUMAR
and accordingly the provisions of clause (xvi) (c) of Para 3 of Partner Partner
the Order is not applicable to the Company. Mem. No. 036490 Mem. No. 026143
(d) The group does not have any CIC as a part of the group and UDIN: 23036490BGXRXO3653 UDIN: 23026143BGZEEF8566
accordingly reporting under clause (xvi) (d) of Para 3 of the Place: Chennai Place: Chennai
Order is not applicable to the Company. Date: 3rd May 2023 Date: 3rd May 2023

89
“ANNEXURE B” TO THE INDEPENDENT AUDITOR’S REPORT OF operating effectively for ensuring the orderly and efficient conduct
EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF MRF of its business, including adherence to Company’s policies, the
LIMITED. safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records
REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE
and the timely preparation of reliable financial information, as
TO STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF
required under the Act.
SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013
(“the Act”) 3. AUDITORS’ RESPONSIBILITY
1. OPINION Our responsibility is to express an opinion on the Company’s internal
We have audited the internal financial controls with reference to financial controls with reference to Standalone Financial Statements
Standalone Financial Statements of MRF Limited (“the Company”) as based on our audit. We conducted our audit in accordance with
of March 31, 2023 in conjunction with our audit of the Standalone the Guidance Note on Audit of Internal Financial Controls over
Financial Statements of the Company for the year ended on that date. Financial Reporting (the “Guidance Note”) issued by Institute of
Chartered Accountants of India and the Standards on Auditing
In our opinion, the Company has, in all material respects, an prescribed under section 143(10) of the Companies Act, 2013, to
adequate internal financial controls with reference to Standalone the extent applicable to an audit of Internal Financial Controls with
Financial Statements and such internal financial controls with reference to Standalone Financial Statements. Those Standards and
reference to standalone financial statements were operating the Guidance Note require that we comply with ethical requirements
effectively as at March 31, 2023, based on the internal financial and plan and perform the audit to obtain reasonable assurance
control with reference to standalone financial statements criteria about whether adequate internal financial controls with reference
established by the Company considering the essential components to Standalone Financial Statements was established and maintained
of internal control stated in the Guidance Note on Audit of Internal and if such controls operated effectively in all material respects.
Financial Controls over Financial reporting issued by the Institute of
Chartered Accountants of India (ICAI). Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls with reference
2. MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL to Standalone Financial Statements and their operating effectiveness.
CONTROLS Our audit of internal financial controls with reference to Standalone
Financial Statements includes obtaining an understanding of internal
The Company’s management is responsible for establishing and
financial controls with reference to Standalone Financial Statements,
maintaining internal financial controls with reference to Standalone
assessing the risk that a material weakness exists, and testing and
Financial Statements based on the internal control over financial
evaluating the design and operating effectiveness of internal control
reporting criteria established by the Company considering the
based on the assessed risk. The procedures selected depend on the
essential components of internal control stated in the Guidance
auditor’s judgement, including the assessment of the risks of material
Note on Audit of Internal Financial Controls over Financial
misstatement of the financial statements, whether due to fraud or error.
Reporting issued by the Institute of Chartered Accountants of India
(ICAI). These responsibilities include the design, implementation We believe that the audit evidence we have obtained is sufficient
and maintenance of adequate internal financial controls that were and appropriate to provide a basis for our audit opinion on the

90
 Company’s internal financial controls system with reference to 5. INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS
Standalone Financial Statements. WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

4. MEANING OF INTERNAL FINANCIAL CONTROLS WITH Because of the inherent limitations of internal financial controls over
REFERENCE TO STANDALONE FINANCIAL STATEMENTS financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to
A Company’s internal financial control with reference to Standalone error or fraud may occur and not be detected. Also, projections of
Financial Statements is a process designed to provide reasonable any evaluation of the internal financial controls with reference to
assurance regarding the reliability of financial reporting and Standalone Financial Statements to future periods are subject to the
the preparation of financial statements for external purposes in risk that the internal financial control with reference to Standalone
accordance with generally accepted accounting principles. A Financial Statements may become inadequate because of changes
Company’s internal financial control with reference to Standalone in conditions, or that the degree of compliance with the policies or
Financial Statements includes those policies and procedures procedures may deteriorate.
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 For M M NISSIM & CO. LLP For SASTRI & SHAH
Chartered Accountants Chartered Accountants
that transactions are recorded as necessary to permit preparation
Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S
of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the N KASHINATH C R KUMAR
Company are being made only in accordance with authorisations Partner Partner
of management and directors of the Company; and (3) provide Mem. No. 036490 Mem. No. 026143
reasonable assurance regarding prevention or timely detection of UDIN: 23036490BGXRXO3653 UDIN: 23026143BGZEEF8566
unauthorised acquisition, use, or disposition of the Company’s Place: Chennai Place: Chennai
assets that could have a material effect on the financial statements. Date : 3rd May 2023 Date : 3rd May 2023

91
 MRF LIMITED
BALANCE SHEET AS AT 31ST MARCH, 2023 (` Crores)
Note As at 31.03.2023 As at 31.03.2022
ASSETS
Non-Current Assets
Property, Plant and Equipment 2 (a (1, 2)) 10024.10 9445.06
Capital Work-in-Progress 2 (b) 3045.22 1225.81
Other Intangible Assets 2 (c) 25.94 21.21
Financial Assets
- Investments 3 1130.92 1155.53
- Loans 4 1.19 0.82
- Other Financial Assets 5 24.08 72.94
Non Current Tax Asset (Net) 263.24 241.77
Other Non-current Assets 6 547.90 586.05
Current Assets
Inventories 7 4042.68 4061.72
Financial Assets
- Investments 3 1974.84 2509.69
- Trade Receivables 8 2442.36 2283.26
- Cash and Cash Equivalents 9 146.31 113.11
- Bank Balances other than Cash and Cash Equivalents 10 9.98 1.74
- Loans 4 2.95 3.18
- Other Financial Assets 5 103.66 757.72
Other Current Assets 6 238.38 213.79
TOTAL ASSETS 24023.75 22693.40
EQUITY AND LIABILITIES
Equity
Equity Share Capital SOCE 4.24 4.24
Other Equity SOCE 14504.63 13773.03
Total Equity 14508.87 13777.27
LIABILITIES
Non-Current Liabilities
Financial Liabilities
- Borrowings 11 823.58 817.21
- Lease Liability 508.62 350.87
- Other Financial Liabilities 16 - 106.83
Provisions 12 215.02 218.67
Deferred Tax Liabilities (Net) 13 381.67 393.30
Other Non-current Liabilities 14 234.79 182.54
Current Liabilities
Financial Liabilities
- Borrowings 11 1153.50 1186.51
- Lease Liability 75.49 60.08
- Trade Payables
(A) total outstanding dues of micro enterprises and small enterprises; 15 72.72 58.26
(B) total outstanding dues of creditors other than micro enterprises and small enterprises 15 2684.73 2716.06
- Other Financial Liabilities 16 807.08 399.47
Other Current Liabilities 14 2324.74 2246.29
Provisions 12 232.94 180.04
Total Liabilities 9514.88 8916.13
TOTAL EQUITY AND LIABILITIES 24023.75 22693.40
Significant Accounting Policies 1
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 JACOB KURIAN V SRIDHAR K M MAMMEN
Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023
92
MRF LIMITED, CHENNAI
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2023 (` Crores)
Note Year ended Year ended
31.03.2023 31.03.2022
INCOME
Revenue from Operations 17 22578.23 18989.51
Other Income 18 248.21 314.92
TOTAL INCOME 22826.44 19304.43
EXPENSES
Cost of materials consumed 19 15526.90 13254.45
Purchases of Stock-in-Trade 28(s(2)) 35.23 17.01
Changes in inventories of Finished Goods, Stock-in-Trade and Work-in-Progress 20 (339.63) (844.92)
Employee Benefits Expense 21 1558.87 1471.94
Finance Costs 22 298.06 247.01
Depreciation and Amortisation Expense 2 (a (1, 2)) and (c) 1248.60 1201.41
Other Expenses 23 3459.54 3078.37
TOTAL EXPENSES 21787.57 18425.27
PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX 1038.87 879.16
Exceptional Items 24 80.33 -
PROFIT BEFORE TAX 1119.20 879.16
TAX EXPENSE
Current Tax (Includes provision for earlier years `23.30 Crores (Previous year - `7.78 Crores)) 309.10 221.95
Deferred Tax (6.13) 9.87
TOTAL TAX EXPENSE 302.97 231.82
PROFIT FOR THE YEAR 816.23 647.34
OTHER COMPREHENSIVE INCOME (OCI)
Items that will not be reclassified to Profit or Loss net of tax
Remeasurements of Defined benefit plans 28(g(iv)) (1.80) 10.53
Items that may be reclassified to Profit or Loss net of tax
Fair value of cash flow hedges through other comprehensive income 0.25 1.69
Fair value of debt instruments through other comprehensive income (19.46) 2.45
TOTAL OTHER COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR, NET OF TAX (21.01) 14.67
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 795.22 662.01
EARNINGS PER EQUITY SHARE 28 (n)
Basic After Exceptional Item 1924.56 1526.34
Basic Before Exceptional Item 1735.15 1526.34
Diluted After Exceptional Item 1924.56 1526.34
Diluted Before Exceptional Item 1735.15 1526.34
Significant 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 JACOB KURIAN V SRIDHAR K M MAMMEN
Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

93
STATEMENT OF CHANGES IN EQUITY (SOCE) FOR THE YEAR ENDED 31ST MARCH, 2023 (` Crores)

EQUITY SHARE CAPITAL As at As at As at As at

31 March 2023 31 March 2022 31 March 2023 31 March 2022
Number Number Amount Amount
Authorised Share Capital 9000000 9000000 9.00 9.00
Issued Share Capital 4241143 4241143 4.24 4.24
(Excludes 71 bonus shares not issued and not allotted on non-payment of call monies)
Subscribed Share Capital 4241143 4241143 4.24 4.24
Fully Paid-up Share Capital 4241143 4241143 4.24 4.24
Balance at the beginning of the reporting year 4241143 4241143 4.24 4.24
Changes in equity share capital due to prior period errors - - - -
Restated balance at the beginning of the reporting year 4241143 4241143 4.24 4.24
Changes in equity share capital during the 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 2022-23.

Shares in the Company held by each shareholder holding more than As at As at

five percent shares 31 March 2023 31 March 2022
No. % No. %
Comprehensive Investment and Finance Company Private Limited 441834 10.42% 441834 10.42%

MOWI Foundation 507984 11.98% 507984 11.98%

SBI Mutual Fund (Through its various Funds) 212453 5.01% 158010 3.73%

94
 (` Crores)
Reserves and Surplus Other Comprehensive
Income (OCI)
OTHER EQUITY Securities General Remeasure- Retained Cash Flow Debt TOTAL
Premium Reserve ments of Earnings Hedges Instruments
Defined through OCI through OCI
Benefit Plans
Balance at the beginning of the comparative reporting year - 9.42 13243.13 (72.78) - 1.59 (6.74) 13174.62
1st April 2021
Changes in Accounting Policy or Correction of Prior Period Errors - - - - - - -
Restated balance as at 1st April 2021 9.42 13243.13 (72.78) - 1.59 (6.74) 13174.62
Profit for the Comparative Year ending 31st March 2022 - - - 647.34 - - 647.34
Other Comprehensive (Loss) / Income for the Year ending 31st - - 10.53 - 1.69 2.45 14.67
March 2022
Total Comprehensive Income for the Comparative year - - 10.53 647.34 1.69 2.45 662.01
Transactions with owners in their capacity as owners:
- Interim Dividends (`6 per share) - - - (2.54) - - (2.54)
- Final Dividend and Special Dividend (`144 per share) - - - (61.06) - - (61.06)
Transfer to General Reserve - 583.74 - (583.74) - - -
Balance at the beginning of the reporting year 9.42 13826.87 (62.25) - 3.28 (4.29) 13773.03
Changes in Accounting Policy or Correction of Prior Period Errors - - - - - -
Restated balance as at 1st April 2022 9.42 13826.87 (62.25) - 3.28 (4.29) 13773.03
Profit for the reporting year ending 31st March 2023 - - - 816.23 - - 816.23
Other Comprehensive (Loss) / Income - - (1.80) - 0.25 (19.46) (21.01)
Total Comprehensive Income for the Reporting year - - (1.80) 816.23 0.25 (19.46) 795.22
Transactions with owners in their capacity as owners:
- Interim Dividends (` 6 per share) - - - (2.54) - - (2.54)
- Final Dividend (`144 per share) - - - (61.08) - - (61.08)
Transfer to General Reserve - 752.61 - (752.61) - - -
Balance at the end of the reporting year ending 31st March 2023 9.42 14579.48 (64.05) - 3.53 (23.75) 14504.63

95
Securities Premium Amounts received in excess of par value on issue of shares is classified as Securities Premium
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 subsequently reclassified to Statement of Profit and Loss
Retained Earnings Retained earnings are the Profits that the company has earned till date, less any transfer 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 Statement of 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 Statement of Profit and Loss.
Remeasurements of Gains/Losses arising on Remeasurements of Defined Plan at the end of each reporting period is separately disclosed under Reserves
Defined Benefit Plans and Surplus and shall not be reclassified to the Statement of Profit or Loss in the Subsequent years.

Significant Accounting Policies 1

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 JACOB KURIAN V SRIDHAR K M MAMMEN

Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

96
Disclosure of Shareholding of Promoters and Promoter Group
SI. Name As at 31st March, 2023 % Change during As at 31st March, 2022 % Change during
No. No. of % of total the year as No. of % of total the year as
Shares shares compared to Shares shares compared to
31st March, 2022 31st March, 2021
1 ACCAMMA KURUVILLA 2,328 0.05 (0.01) 2,338 0.06 (0.00)
2 ADARSH MAMMEN VERGHESE 2,000 0.05 - 2,000 0.05 -
3 ADITH POULOSE MAMMEN 1,185 0.03 (0.01) 1,635 0.04 -
4 ADITI MAMMEN GUPTA 4,744 0.11 - 4,744 0.11 -
5 AMBIKA MAMMEN 2,489 0.06 - 2,489 0.06 -
6 AMIT MATHEW 3,570 0.08 (0.03) 4,520 0.11 -
7 AMMU MATHEW 2,650 0.06 - 2,650 0.06 -
8 ANITA MANI 1,304 0.03 (0.00) 1,334 0.03 (0.00)
9 ANNA PHILIP 350 0.01 - 350 0.01 -
10 ANNA RAPHAEL 258 0.01 - 258 0.01 -
11 ANNA THOMAS CHACKO 1,291 0.03 - 1,291 0.03 -
12 ANNAMMA MAMMEN 3,755 0.09 (0.18) 11,265 0.27 -
13 ANNAMMA PHILIP 8,900 0.21 (0.01) 9,500 0.22 0.11
14 ANNU KURIEN 15,695 0.37 0.08 12,490 0.29 (0.01)
15 ARJUN JOSEPH 1,850 0.04 - 1,850 0.04 -
16 ARUN MAMMEN 27,560 0.65 - 27,560 0.65 -
17 ASHOK KURIYAN 1,878 0.04 - 1,878 0.04 -
18 ASHWATHI JACOB 151 0.00 - 151 0.00 -
19 ASWATHY VARGHESE 9,450 0.22 - 9,450 0.22 -
20 BADRA ESTATES AND INDUSTRIES LIMITED 6,530 0.15 - 6,530 0.15 -
21 BEEBI MAMMEN 20,237 0.48 - 20,237 0.48 -
22 BINA MATHEW 1,568 0.04 - 1,568 0.04 -
23 BRAGA INDUSTRIES LLP 29,457 0.69 - 29,457 0.69 0.11
24 CHALAKUZHY POULOSE MAMMEN 530 0.01 - 530 0.01 -
25 CIBI MAMMEN 500 0.01 - 500 0.01 -
26 COMPREHENSIVE INVESTMENT AND FINANCE COMPANY 441,834 10.42 - 441,834 10.42 0.03
PVT. LTD.
27 DEVON MACHINES PVT LTD 1,000 0.02 - 1,000 0.02 -
28 ELIZABETH JACOB MATTHAI 4,000 0.09 - 4,000 0.09 -
29 GEETHA ZACHARIAH 6,113 0.14 - 6,113 0.14 -
30 GEETHA MAMMEN MAPPILLAI 250 0.01 - 250 0.01 -
31 GEORGE MAMMEN 808 0.02 - 808 0.02 -
32 HANNAH KURIAN 600 0.01 - 600 0.01 -
33 HARSHA MATHEW 2,000 0.05 0.02 1,250 0.03 -
34 JACOB MAMMEN 35,120 0.83 - 35,120 0.83 -
35 JACOB MATHEW 20,027 0.47 (0.02) 20,977 0.49 -
36 JAYANT MAMMEN MATHEW 2,190 0.05 - 2,190 0.05 -

97
SI. Name As at 31st March, 2023 % Change during As at 31st March, 2022 % Change during
No. No. of % of total the year as No. of % of total the year as
Shares shares compared to Shares shares compared to
31st March, 2022 31st March, 2021
37 JCEE MANUFACTURING AND SERVICES PVT LTD 13,415 0.32 0.03 12,415 0.29 0.03
38 JOSEPH KANIANTHRA PHILIPS 1,000 0.02 - 1,000 0.02 -
39 K C MAMMEN 9,043 0.21 - 9,043 0.21 -
40 K K MAMMEN MAPPILLAI 7,399 0.17 - 7,399 0.17 -
41 K M MAMMEN 16,048 0.38 - 16,048 0.38 -
42 K S JOSEPH 483 0.01 - 483 0.01 -
43 K Z KURIYAN 650 0.02 - 650 0.02 -
44 KARUN PHILIP 4,000 0.09 - 4,000 0.09 -
45 KAVITA PHILIP - - - - - (0.12)
46 KAVYA VERGHESE 2,000 0.05 - 2,000 0.05 -
47 KIRAN JOSEPH 1,850 0.04 - 1,850 0.04 -
48 KIRAN KURIYAN 403 0.01 - 403 0.01 -
49 KMMMF PVT. TRUST 37,387 0.88 0.01 36,987 0.87 -
50 LATHA MATTHEW 5,723 0.13 - 5,723 0.13 -
51 M A MATHEW 6,595 0.16 - 6,595 0.16 -
52 M M HOUSING PRIVATE LIMITED 179 0.00 - 179 0.00 -
53 M.M.PUBLICATIONS LIMITED 300 0.01 - 300 0.01 -
54 MALINI MATHEW 2,000 0.04 0.00 1,800 0.04 -
55 MAMMEN EAPEN 4,128 0.10 - 4,128 0.10 -
56 MAMMEN MAPPILLAI INVESTMENTS LTD 1,209 0.03 - 1,209 0.03 -
57 MAMMEN MATHEW 11,015 0.26 - 11,015 0.26 -
58 MAMMEN PHILIP 8,480 0.20 0.01 7,880 0.19 (0.02)
59 MAMY PHILIP 6,922 0.16 (0.01) 7,350 0.17 -
60 MARIA MAMMEN 84 0.00 - 84 0.00 -
61 MARIAM MAMMEN MATHEW 100 0.00 - 100 0.00 -
62 MARIEN MATHEW 160 0.00 - 160 0.00 -
63 MARIKA MAMMEN APPIAH 100 0.00 - 100 0.00 -
64 MARY KURIEN 14,594 0.34 0.08 10,839 0.26 -
65 MEERA NINAN 6,167 0.15 - 6,167 0.15 -
66 MEERA PHILIP 23,441 0.55 (0.24) 33,627 0.79 -
67 MEERA MAMMEN 15,840 0.37 - 15,840 0.37 -
68 MICAH MAMMEN PARAMBI 100 0.00 - 100 0.00 -
69 NISHA SARAH MATTHEW 164 0.00 - 164 0.00 -
70 NITHYA SUSAN MATTHEW 169 0.00 - 169 0.00 -
71 OMANA MAMMEN 4,703 0.11 - 4,703 0.11 -
72 PENINSULAR INVESTMENTS PRIVATE LIMITED 124,367 2.93 - 124,367 2.93 -
73 PETER K PHILIPS 240 0.01 (0.05) 2,341 0.06 -
74 PETER PHILIP 12,538 0.30 0.24 2,352 0.06 -

98
SI. Name As at 31st March, 2023 % Change during As at 31st March, 2022 % Change during
No. No. of % of total the year as No. of % of total the year as
Shares shares compared to Shares shares compared to
31st March, 2022 31st March, 2021
75 PHILIP MATHEW 11,762 0.28 - 11,762 0.28 -
76 PREMA MAMMEN MATHEW 10,881 0.26 - 10,881 0.26 -
77 PREMINDA JACOB 98 0.00 - 98 0.00 -
78 RACHEL KATTUKARAN 16,647 0.39 (0.02) 17,247 0.41 -
79 RADHIKA MARIA MAMMEN 600 0.01 - 600 0.01 -
80 RAHUL MAMMEN MAPPILLAI 4,538 0.11 - 4,538 0.11 -
81 RAMANI JOSEPH 2,509 0.06 - 2,509 0.06 -
82 RANJEET JACOB 28 0.00 - 28 0.00 0.00
83 REENU ZACHARIAH 517 0.01 - 517 0.01 -
84 RIYAD MATHEW 4,520 0.11 - 4,520 0.11 -
85 ROHAN MATHEW MAMMEN 1,635 0.04 - 1,635 0.04 -
86 ROSHIN VARGHESE 6,679 0.16 - 6,679 0.16 -
87 ROY MAMMEN 12,439 0.29 (0.01) 12,894 0.30 -
88 SAMIR THARIYAN MAPPILLAI 4,470 0.11 - 4,470 0.11 -
89 SARA KURIYAN 1,880 0.04 - 1,880 0.04 -
90 SARAH CHERIAN TRUST 4,950 0.12 - 4,950 0.12 -
91 SARAH THOMAS 12,433 0.29 (0.01) 12,608 0.30 (0.00)
92 SARASU JACOB 13,984 0.33 (0.00) 14,114 0.33 (0.00)
93 SHANTA MAMMEN 4,938 0.12 - 4,938 0.12 -
94 SHILPA MAMMEN 4,412 0.10 - 4,412 0.10 -
95 SHIRIN MAMMEN 1,450 0.03 - 1,450 0.03 -
96 SHONA BHOJNAGARWALA 50 0.00 - 50 0.00 -
97 SHREYA JOSEPH 5,120 0.12 - 5,120 0.12 -
98 SOMA PHILIPS - - - - - (0.05)
99 STABLE INVESTMENTS AND FINANCE COMPANY LTD. 3,964 0.09 - 3,964 0.09 -
100 SUSAN ABRAHAM 68 0.00 - 68 0.00 -
101 SUSAN KURIAN 9,137 0.22 - 9,137 0.22 -
102 SUSY THOMAS 5,278 0.12 - 5,278 0.12 -
103 TARA JOSEPH 3,150 0.07 - 3,150 0.07 -
104 THANGAM MAMMEN 5,981 0.14 - 5,981 0.14 -
105 THE MALAYALA MANORAMA COMPANY LIMITED 6,109 0.14 - 6,109 0.14 -
106 USHA EAPEN GEORGE 1,210 0.03 (0.00) 1,220 0.03 -
107 VARUN MAMMEN 8,706 0.21 - 8,706 0.21 -
108 VIKRAM KURUVILLA 109 0.00 - 109 0.00 -
109 ZACHARIAH KURIYAN 3,411 0.08 - 3,411 0.08 -
Total 1,180,831 1,185,320
Note : Figures in brackets represents reduction in percentage change as compared to previous period.

99
MRF LIMITED, CHENNAI
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2023 (` Crores)
Year ended 31.03.2023 Year ended 31.03.2022
A. CASH FLOW FROM OPERATING ACTIVITIES :
NET PROFIT BEFORE TAX 1119.20 879.16
Adjustment for :
Depreciation 1248.60 1201.41
Unrealised Exchange (Gain) / Loss (1.28) (0.37)
Government Grant Accrued (1.35) (0.99)
Impairment of Financial Assets - 0.30
Finance Cost 298.06 247.01
Interest Income (101.59) (99.08)
Dividend Income (0.12) (0.15)
Loss / (Gain) on Sale / Disposal of Property,Plant and Equipment 7.65 2.20
Provision for Impairment of Assets( other than Financial Assets) - 7.10
Fair Value changes in Investments (103.85) (155.43)
Fair Value changes in Financial Instruments 21.86 34.39
Loss / (Gain) on Sale of Investments (2.64) (6.83)
Bad debts written off - 1365.34 0.21 1229.77
OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES 2484.54 2108.93
Trade Receivables (159.71) (171.82)
Other Receivables 30.88 (94.55)
Inventories - Finished goods (354.05) (775.34)
Inventories - Raw materials and Others 373.09 (406.05)
Trade Payable
- Supplier Finance - (983.40)
- Import acceptance and Others (16.14) (352.33)
Provisions 39.88 1.80
Other Liabilities 348.73 262.68 222.53 (2559.16)
CASH GENERATED FROM OPERATIONS 2747.22 (450.23)
Direct Taxes paid (330.57) (207.12)
NET CASH FROM OPERATING ACTIVITIES 2416.65 (657.35)
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property,Plant and Equipment (3280.42) (1690.76)
Proceeds from sale of Property,Plant and Equipment 1.05 2.36
Purchase of Investments (135.99) (649.97)
Proceeds from sale of Investments 775.30 3025.80
Fixed Deposits Others - Proceeds / (Placed) 600.00 (600.00)
Loans (Financial assets) repaid / (given) (0.76) 1.29
Interest Income 112.85 86.85
Dividend Income 0.12 0.15
NET CASH USED IN INVESTING ACTIVITIES (1927.85) 175.72

100
MRF LIMITED, CHENNAI
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2023 (Contd.) (` Crores)
Year ended 31.03.2023 Year ended 31.03.2022
C. CASH FLOW FROM FINANCING ACTIVITIES
(Repayments) / Proceeds from Working Capital Facilities (Net) 112.34 844.98
Proceeds from Term Loans - 299.99
Proceeds from SIPCOT Loan 7.76 -
Repayment of Term Loans (288.59) (86.00)
(Repayments) / Proceeds of Debentures 150.00 (180.00)
Government Grant Accrued 1.35 0.99
Deferred payment Credit (0.78) (0.68)
Payment of Lease Liability (121.30) (96.78)
Interest paid (253.90) (228.04)
Dividend (63.62) (63.62)
NET CASH FROM FINANCING ACTIVITIES (456.74) 490.84
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 32.06 9.21
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR Refer Note 9 113.11 102.80
Unrealised Gain / (Loss) on Foreign currency Cash & Cash equivalents 1.14 1.10
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR Refer Note 9 146.31 113.11
Refer Note No. 28m for amount spent during the year ended 31st March, 2023 and 31st March, 2022 on construction / acquisition of assets relating to
CSR activities
Note to Cash Flow Statement:
1. The above Cash Flow Statement has been prepared under the Indirect Method.
2. Reconciliation of Financing Liabilities (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 JACOB KURIAN V SRIDHAR K M MAMMEN

Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

101
Note 1 - Significant Accounting Policies under IND AS The Company reclassifies comparative amounts, unless
impracticable and whenever the Company changes the presentation
A) General Information
or classification of items in its Financial Statements materially. No
MRF Limited (the “Company”) is a limited company, incorporated such material reclassification has been made during the year.
on 5th November, 1960 in India, whose shares are publicly traded.
The Financial Statements of the Company for the year ended
The Company is India’s largest tyre manufacturer and ranked 31st March, 2023 were authorised for issue in accordance with a
amongst the top 20 Global Manufacturers, with 10 state-of-the- resolution of the directors on 03rd May, 2023.
art factories across India with an expansive tyre range from two-
iii. Major Sources of Estimation Uncertainty
wheelers to fighter aircrafts.
In the application of accounting policy which are described in note
The Registered Office is located at No. 114, Greams Road,
(C) below, the management is required to make judgment, estimates
Chennai - 600 006.
and assumptions about the carrying amount of assets and liabilities,
The Company is the ultimate parent of MRF Group. income and expenses, contingent liabilities and the accompanying
B) Basis of preparation of Financial Statements disclosures that are not readily apparent from other sources. The
The principal accounting policies applied in the preparation of these estimates and associated assumptions are based on historical
Financial Statements are set out in Para C below. These policies experience and other factors that are considered to be relevant and
have been consistently applied to all the years presented. are prudent and reasonable. Actual results may differ from those
estimates. The estimates and underlying assumptions are reviewed
i. Statement of Compliance on ongoing basis. Revisions to accounting estimates are recognised
These separate Financial Statements (also known as in the period in which the estimates are revised if the revision affects
Standalone Financial Statements) have been prepared in only that period or in the period of revision and future periods if the
accordance with IND AS as prescribed under Section 133 of revision affects both current and future period.
the Companies Act, 2013 read with Rule 3 of the Companies The few critical estimations and judgments made in applying
(Indian Accounting Standards) Rules, 2015 and subsequent accounting policies are:
amendments thereto.
Property, Plant and Equipment:
ii. Basis of Preparation and Presentation
Useful life of Property, Plant and Equipment and Intangible Assets
The Financial Statements have been prepared on historical are as specified in Schedule II to the Companies Act, 2013 and
cost basis considering the applicable provisions of Companies on certain assets based on technical advice which considered
Act, 2013, except for the following material item that has the nature of the asset, the usage of the asset, expected physical
been measured at fair value as required by relevant IND wear and tear, the operating conditions of the asset, anticipated
AS. Historical cost is generally based on the fair value of the technological changes, manufacturers warranties and maintenance
consideration given in exchange for goods and services. support. The Company reviews the useful life of Property, Plant and
a) Certain financial assets/liabilities measured at fair value Equipment at the end of each reporting period. This reassessment
(Refer Note 1 (C 20)) and may result in change in depreciation charge in future periods. (Refer
b) Any other item as specifically stated in the accounting Note 1 (C 1))
policy. (Refer Note 28 (g)) Impairment of Non-financial Assets:
The Financial Statement are presented in INR and all values are For calculating the recoverable amount of non-financial assets, the
rounded off to Rupees Crores unless otherwise stated. Company is required to estimate the value-in-use of the asset or the

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Cash Generating Unit and the fair value less costs to disposal. For assumptions. All assumptions are reviewed at each reporting date.
calculating value in use the Company is required to estimate the (Refer Note 28 (g))
cash flows to be generated from using the asset. The fair value of Fair Value Measurement of Financial Instruments:
an asset is estimated using a valuation technique where observable
When the fair values of financial assets and financial liabilities
prices are not available. Further, the discount rate used in value in
recorded in the balance sheet cannot be measured based on quoted
use calculations includes an estimate of risk assessment specific to
prices in active markets, their fair value is measured using valuation
the asset. (Refer Note 1 (C 4))
techniques including the Discounted Cash Flow (DCF) model. The
Impairment of Financial Assets: inputs to these models are taken from observable markets where
The Company impairs financial assets other than those measured possible, but where this is not feasible, a degree of judgement is
at fair value through profit or loss or designated at fair value required in establishing fair values. (Refer Note 1 (C 20))
through other comprehensive income on expected credit losses. Income Taxes
The estimation of expected credit loss includes the estimation
of probability of default (PD), loss given default (LGD) and the Significant judgments are involved in determining the provision for
exposure at default (EAD). Estimation of probability of default income taxes, including amount expected to be paid/recovered for
apart from involving trend analysis of past delinquency rates uncertain tax positions. (Refer Note 1 (C 17))
includes an estimation on forward-looking information relating In assessing the realizability of deferred income tax assets,
to not only the counterparty but also relating to the industry and management considers whether some portion or all of the deferred
the economy as a whole. The probability of default is estimated income tax assets will not be realized. The ultimate realization of
for the entire life of the contract by estimating the cash flows that deferred income tax assets is dependent upon the generation of future
are likely to be received in default scenario. The lifetime PD is taxable income during the periods in which the temporary differences
reduced to 12 months PD based on an assessment of past history become deductible. Management considers the scheduled reversals
of default cases in 12 months. Further, the loss given default of deferred income tax liabilities, projected future taxable income
is calculated based on an estimate of the value of the security and tax planning strategies in making this assessment. Based on the
recoverable as on the reporting date. The exposure at default is level of historical taxable income and projections for future taxable
the amount outstanding at the balance sheet date. (Refer Note 1 income over the periods in which the deferred income tax assets are
(C 21(a)) deductible, management believes that the Company will realize the
Defined Benefit Plans: benefits of those deductible differences. The amount of the deferred
income tax assets considered realizable, however, could be reduced
The cost of the defined benefit plan and other post-employment
in the near term if estimates of future taxable income during the
benefits and the present value of such obligations are determined
carry forward period are reduced.
using actuarial valuations. An actuarial valuation involves making
various assumptions that may differ from actual developments in Leases
the future. These include the determination of the discount rate, IND AS 116 requires lessees to determine the lease term as the non-
future salary increases, mortality rates and attrition rate. Due to the cancellable period of a lease adjusted with any option to extend or
complexities involved in the valuation and its long-term nature, a terminate the lease, if the use of such option is reasonably certain.
defined benefit obligation is highly sensitive to changes in these The Company makes an assessment on the expected lease term on

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 a lease-by-lease basis and thereby assesses whether it is reasonably the asset to its working condition in the manner intended
certain that any options to extend or terminate the contract will be by the management, and the initial estimates of the cost of
exercised. In evaluating the lease term, the Company considers dismantling /removing the item and restoring the site on which
factors such as any significant leasehold improvements undertaken it is located.
over the lease term, costs relating to the termination of the lease
Spare parts procured along with the Plant and Equipment
and the importance of the underlying asset to Company’s operations
or subsequently which has a useful life of more than 1
taking into account the location of the underlying asset and the
availability of suitable alternatives. The lease term in future periods year and considering the concept of materiality evaluated
is reassessed to ensure that the lease term reflects the current by management are capitalised and added to the carrying
economic circumstances. After considering current and future amount of such items. The carrying amount of items of PPE
economic conditions, the Company has concluded that no changes and spare parts that are replaced is derecognised when no
are required to lease period relating to the existing lease contracts. future economic benefits are expected from their use or upon
(Refer Note 1 (C 6)) disposal. Other machinery spares are treated as ‘stores and
Allowance for credit losses on receivables : spares’ forming part of the inventory. If the cost of the replaced
part is not available, the estimated cost of similar new parts is
The Company determines the allowance for credit losses based on
used as an indication of what the cost of the existing part was
historical loss experience adjusted to reflect current and estimated
when the item was acquired.
future economic conditions. The Company considered current
and anticipated future economic conditions relating to industries An item of PPE is derecognised on disposal or when no future
the Company deals with and the countries where it operates. In economic benefits are expected from use or disposal. Any gain
calculating expected credit loss, the Company has also considered or loss arising on derecognition of an item of property, plant
credit reports and other related credit information for its customers and equipment is determined as the difference between the
to estimate the probability of default in future. net disposal proceeds and the carrying amount of the asset
C) Summary of Significant Accounting Policies: and is recognised in Statement of Profit and Loss when asset is
1) Property, Plant and Equipment (PPE) derecognised.

The Company has elected to continue with the carrying value The depreciable amount of an asset is determined after
of Property, Plant and Equipment (‘PPE’) recognised as of the deducting its residual value. Where the residual value of
transition date, measured as per the previous GAAP and use an asset increases to an amount equal to or greater than the
that carrying value as its deemed cost of the PPE. asset’s carrying amount, no depreciation charge is recognised
Property, Plant and Equipment are stated at cost less till the asset’s residual value decreases below the asset’s
accumulated depreciation and accumulated impairment carrying amount. Depreciation of an asset begins when it is
losses except for freehold land which is not amortised. Cost available for use, i.e., when it is in the location and condition
includes purchase price after deducting trade discount / necessary for it to be capable of operating in the intended
rebate, import duties, non-refundable taxes, cost of replacing manner. Depreciation of an asset ceases at the earlier of the
the component parts, borrowing costs (Refer Note C (15)) and date that the asset is classified as held for sale and the date
other costs that are directly attributable and necessary to bring when the asset is derecognised.

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Description of the Asset Estimated Useful life (On anticipated technological changes, manufacturers warranties
Single shift working) and maintenance support.
Tangible (Owned Assets) : Depreciation on property, plant and equipment added/
Building – Factory 30 Years disposed off during the year is provided on pro rata basis with
– Other than factory buildings 60 Years reference to the date of addition/disposal.
Plant and Equipment 5-21 Years The assets’ residual values, useful lives and methods of
Moulds 6 Years depreciation are reviewed at each financial year end and
adjusted prospectively, if appropriate.
Furniture and Fixtures 5 Years
Computer Servers 5 Years Further, the Company has identified and determined separate
useful life for each major component of Property, Plant and
Computers 3 Years
Equipment, if they are materially different from that of the
Office Equipment 5 Years remaining assets, for providing depreciation.
Other Assets, viz., Electrical Fittings, Fire 10 Years
2) Intangible Assets:
Fighting/Other Equipments and Canteen
Utensils Intangible assets acquired separately are measured on initial
Renewable Energy Saving Device – Windmills 22 Years recognition at cost. After initial recognition, intangible assets
are carried at cost less any accumulated amortisation and
Vehicles 5 Years
accumulated impairment losses.
Aircraft 10 and 20 Years
Software (not being an integral part of the related hardware)
Right of Use Assets (Leased Assets) :
acquired for internal use are treated as intangible assets.
- Buildings - Other than factory buildings 1-21 Years An item of Intangible asset is derecognised on disposal or
- Vehicles 2 Years when no future economic benefits are expected from its use
- Land – Leasehold Primary period of lease or disposal. Any profit or loss arising from derecognition of an
Intangible (Owned Assets): intangible asset are measured as the difference between the
Software 5 Years net disposal proceeds and the carrying amount of the asset
and are recognised in the Statement of Profit and Loss when
Depreciation on the property, plant and equipment, is the asset is derecognised.
provided over the useful life of assets based on management
Intangible Assets are amortised over 5 years on straight-
estimates which is in line with the useful life indicated in
line method over the estimated useful economic life of the
Schedule II to the Companies Act, 2013. Depreciation on all
assets except Renewable Energy Saving Devices is provided assets.
on straight line basis whereas depreciation on renewable The Company undertakes Research and Development
energy saving devices is provided on reducing balance basis. activities for development of new and improved products.
Plant and Machinery, Moulds, Vehicles, Furniture and Fixtures All expenditure incurred during Research and Development
and Computer Servers are depreciated based on management are analysed into research phase and development phase.
estimate of the useful life of the assets, and is after considering The Company recognises all expenditure incurred during the
the nature of the asset, the usage of the asset, expected research phase in the profit or loss whereas the expenditure
physical wear and tear, the operating conditions of the asset, incurred in development phase are presented as Intangible

105
 Assets under Development till the time they are available for In determining fair value less costs of disposal, recent market
use in the manner intended at which moment they are treated transactions are taken into account. If no such transactions can
as Intangible Assets and amortised over their estimated useful be identified, an appropriate valuation model is used.
life. Where an impairment loss subsequently reverses, the carrying
3) Assets held for Sale: amount of the asset or CGU is increased to the revised estimate
of its recoverable amount, but so that the increased carrying
Non-current assets are classified as held for sale if their carrying
amount does not exceed the carrying amount that would have
amount is intended to be recovered principally through
been determined had no impairment loss been recognised for
sale rather than through continuing use. The condition for the asset or CGU in prior years. A reversal of an impairment
classification of held for sale is met when the non-current loss is recognised in the Statement of Profit and Loss.
asset is available for immediate sale and the same is highly
probable of being completed within one year from the date 5) Inventories:
of classification as held for sale. Non-current assets held for Inventories consisting of stores and spares, raw materials,
sale are measured at the lower of carrying amount and fair Work in progress, Stock in Trade and finished goods are valued
value less cost to sell. Non-current assets that cease to be at lower of cost and net realisable value. However, materials
classified as held for sale shall be measured at the lower of held for use in production of inventories are not written down
carrying amount before the non-current asset was classified as below cost, if the finished products are expected to be sold at
held for sale adjusted for any depreciation/amortization and or above cost.
its recoverable amount at the date when it no longer meets the The cost is computed on FIFO basis except for stores and
“Held for Sale” criteria. spares which are on daily moving Weighted Average Cost
4) Impairment of tangible (PPE) and intangible assets: basis and is net of inputs tax credits under various tax laws.
At the end of each reporting period, the Company reviews Goods and materials in transit include materials, duties and
the carrying amounts of its PPE and other intangible assets taxes (other than those subsequently recoverable from tax
to determine whether there is any indication that these assets authorities) labour cost and other related overheads incurred
have suffered an impairment loss. If any such indication exists, in bringing the inventories to their present location and
the recoverable amount of the asset is estimated in order to condition.
determine the extent of the impairment loss. Where it is not Traded goods include cost of purchase and other costs
possible to estimate the recoverable amount of an individual incurred in bringing the inventories to their present location
asset, the Company estimates the recoverable amount of the and condition.
cash-generating unit (CGU) to which the asset belongs. When
Net realisable value is the estimated selling price in the
the carrying amount of an asset or CGU exceeds its recoverable
ordinary course of business, less estimated cost of completion
amount, the asset is considered impaired and is written down
and estimated cost necessary to make the sale.
to its recoverable amount. The resulting impairment loss is
recognised in the Statement of Profit and Loss. Inventory obsolescence is based on assessment of the future
uses. Obsolete and slow-moving items are subjected to
Recoverable amount is the higher of fair value less costs of
continuous technical monitoring and are valued at lower of cost
disposal and value in use. In assessing value in use, the estimated
and estimated net realisable value. When Inventories are sold,
future cash flows are discounted to their present value using a
the carrying amount of those items are recognised as expenses
pre-tax discount rate that reflects current market assessments
in the period in which the related revenue is recognised.
of the time value of money and the risks specific to the asset.

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 6) Leases: evaluated for recoverability whenever events or changes in
The Company has applied IND AS 116 using the modified circumstances indicate that their carrying amounts may not
retrospective approach. be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair value less cost to
The Company as a lessee sell and the value-in-use) is determined on an individual asset
The Company’s lease asset classes primarily consist of leases basis unless the asset does not generate cash flows that are
for land, buildings and vehicles. The Company assesses largely independent of those from other assets. In such cases,
whether a contract contains a lease, at inception of a contract. the recoverable amount is determined for the Cash Generating
A contract is, or contains, a lease if the contract conveys the Unit (CGU) to which the asset belongs.
right to control the use of an identified asset for a period The lease liability is initially measured at amortized cost at the
of time in exchange for consideration. To assess whether a present value of the future lease payments. The lease payments
contract conveys the right to control the use of an identified are discounted using the interest rate implicit in the lease or,
asset, the Company assesses whether: (i) the contract involves if not readily determinable, using the incremental borrowing
the use of an identified asset (ii) the Company has substantially rates. Lease liabilities are remeasured with a corresponding
all of the economic benefits from use of the asset through the adjustment to the related right-of-use asset if the Company
period of the lease and (iii) the Company has the right to direct changes its assessment if whether it will exercise an extension
the use of the asset. or a termination option.
At the date of commencement of the lease, the Company Lease liability and ROU asset have been separately presented
recognizes a right-of-use asset (“ROU”) and a corresponding in the financial statements and lease payments have been
lease liability for all lease arrangements in which it is a lessee, classified as financing cash flows.
except for leases with a term of twelve months or less (short- The Company as a lessor
term leases) and low value leases. For these short-term and
Leases for which the Company is a lessor is classified as a
low value leases, the Company recognizes the lease payments
finance or operating lease. Whenever the terms of the lease
as an operating expense on a straight-line basis over the term
transfer substantially all the risks and rewards of ownership to
of the lease.
the lessee, the contract is classified as a finance lease. All other
Certain lease arrangements include the options to extend or leases are classified as operating leases.
terminate the lease before the end of the lease term. ROU
When the Company is an intermediate lessor, it accounts for
assets and lease liabilities includes these options when it is
its interests in the head lease and the sublease separately.
reasonably certain that they will be exercised.
The sublease is classified as a finance or operating lease by
The right-of-use assets are initially recognized at cost, which reference to the right-of-use asset arising from the head lease.
comprises the initial amount of the lease liability adjusted for For operating leases, rental income is recognized on a straight-
any lease payments made at or prior to the commencement line basis over the term of the relevant lease.
date of the lease plus any initial direct costs less any lease
incentives. They are subsequently measured at cost less 7) Government Grants:
accumulated depreciation and impairment losses. Grants and subsidies from the government are recognised
Right-of-use assets are depreciated from the commencement when there is reasonable assurance that (i) the Company will
comply with the conditions attached to them, and (ii) the
date on a straight-line basis over the shorter of the lease term
grant/subsidy will be received.
and useful life of the underlying asset. Right-of-use assets are

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 When the grant or subsidy relates to revenue, it is recognised contract is considered to exist when a contract under which
as income on a systematic basis in the Statement of Profit the unavoidable costs of meeting the obligations exceed
and Loss over the periods necessary to match them with the the economic benefits expected to be received from it.
related costs, which they are intended to compensate. Where Unavoidable cost is determined based on cost that are directly
the grant relates to an asset, it is recognised as income in equal attributable to having and executing the contracts.
amounts over the expected useful life of the related asset or by Contingent liabilities are disclosed on the basis of judgment
deducting the grant in arriving at the carrying amount of the of management / independent experts. These are reviewed at
assets. Where the assets have been fully depreciated with no each balance sheet date and are adjusted to reflect the current
future related cost, the grant is recognised in profit or loss. management estimate.
When loans or similar assistance are provided by governments Provisions for warranty-related costs are recognised when the
or related institutions, with an interest rate below the current product is sold to the customer. Initial recognition is based on
applicable market rate, the effect of this favourable interest scientific basis as per past trends of such claims. The initial
is regarded as a government grant. The loan or assistance estimate of warranty-related costs is revised annually.
is initially recognised and measured at fair value and the
government grant is measured as the difference between the Contingent Assets are not recognised, however, disclosed
initial carrying value of the loan and the proceeds received. in Financial Statement when inflow of economic benefits is
The loan is subsequently measured as per the accounting probable.
policy applicable to financial liabilities in respect of loans/ 9) Foreign Currency Transactions:
assistance received subsequent to the date of transition. The Financial Statements of Company are presented in INR,
8) Provisions, Contingent Liabilities and Contingent Assets: which is also the functional currency. In preparing the financial
Provisions are recognised when there is a present legal statements, transactions in currencies other than the entity’s
or constructive obligation as a result of a past event and it functional currency are recognised at the rates of exchange
is probable (i.e. more likely than not) that an outflow of prevailing at the dates of the transactions. At the end of each
resources embodying economic benefits will be required to reporting period, monetary items denominated in foreign
settle the obligation and a reliable estimate can be made of currencies are translated at the rates prevailing at that date.
the amount of the obligation. Such provisions are determined Non-monetary items denominated in foreign currency are
based on management estimate of the amount required to reported at the exchange rate ruling on the date of transaction.
settle the obligation at the balance sheet date. When the 10) Share Capital and Securities Premium:
Company expects some or all of a provision to be reimbursed, Ordinary shares are classified as equity, incremental costs
the reimbursement is recognised as a standalone asset only directly attributable to the issue of new shares are shown in
when the reimbursement is virtually certain. equity as a deduction net of tax from the proceeds. Par value
If the effect of the time value of money is material, provisions of the equity share is recorded as share capital and the amount
are discounted using a current pre-tax rate that reflects, received in excess of the par value is classified as securities
the risks specific to the liability. When discounting is used, premium.
the increase in the provision due to the passage of time is 11) Dividend Distribution to Equity Shareholders:
recognised as a finance cost.
The Company recognises a liability to make cash distributions
Present obligations arising under onerous contracts are to equity holders when the distribution is authorized and the
recognised and measured as provisions. An onerous distribution is no longer at the discretion of the Company.

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 A distribution is authorized when it is approved by the for discounts in the period in which the change occurs.
shareholders. A corresponding amount is recognised directly Revenue also excludes taxes collected from customers.
in other equity. Revenue in excess of invoicing is classified as contract assets
12) Cash Flows and Cash and Cash Equivalents: while invoicing in excess of revenues are classified as contract
Statement of cash flows is prepared in accordance with the liabilities.
indirect method prescribed in the relevant IND AS. For the The Company provides warranties for general repairs and does
purpose of presentation in the statement of cash flows, cash not provide extended warranties or maintenance services in its
and cash equivalents includes cash on hand, cheques and contracts with customers and are assurance type warranties.
drafts on hand, deposits held with Banks, other short-term, Claims preferred during the year against such obligations are
highly liquid investments with original maturities of three netted off from revenue, consistent with its current practice.
months or less that are readily convertible to known amounts Provision for warranties is made for probable future claims
of cash and which are subject to an insignificant risk of changes on sales effected and are estimated based on previous claim
in value, and book overdrafts. However, Book overdrafts are experience and are accounted for under IND AS 37 Provisions,
to be shown within borrowings in current liabilities in the Contingent Liabilities and Contingent Assets, consistent with its
balance sheet for the purpose of presentation. current practice.
13) Revenue Recognition: Use of significant judgements in Revenue Recognition:
The Company derives revenues primarily from sale of goods • l Judgement is also required to determine the transaction
comprising of Automobile Tyres, Tubes, Flaps and Tread price for the contract. The transaction price could
Rubber. The following is a summary of significant accounting be either a fixed amount of consideration or variable
policies related to revenue recognition: consideration with elements such as turnover/product/
Revenue from contract with customers is recognised upon prompt payment discounts. Any consideration payable
transfer of control of promised products or services to to the customer is adjusted to the transaction price,
customers in an amount that reflects the consideration the unless it is a payment for a distinct product or service
Company expects to receive in exchange for those products or from the customer. The estimated amount of variable
services. consideration is adjusted in the transaction price only
Revenue from the sale of goods is recognised at the point in to the extent that it is highly probable that a significant
time when control is transferred to the customer. reversal in the amount of cumulative revenue
recognised will not occur and is reassessed at the end
Revenue towards satisfaction of a performance obligation is of each reporting period.
measured at the amount of transaction price (net of variable
consideration) allocated to that performance obligation. The • l The Company exercises judgement in determining
transaction price of goods sold and services rendered is net whether the performance obligation is satisfied at a point
of variable consideration on account of turnover/product/ in time or over a period of time. The Company considers
prompt payment discounts and schemes offered by the indicators such as how customer consumes benefits as
company as part of the contract with the customers. When services are rendered or who controls the asset as it is
the level of discount varies with increase in levels of revenue being created or existence of enforceable right to payment
transactions, the Company recognises the liability based on for performance to date and alternate use of such product
its estimate of the customer’s future purchases. The Company or service, transfer of significant risks and rewards to the
recognises changes in the estimated amounts of obligations customer, acceptance of delivery by the customer.

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 14) Other Income: renders related services and are measured at undiscounted
Dividend Income: amount expected to be paid when the liabilities are settled.
Dividend Income is accounted for when the right to receive b) Long Term Employee Benefits:
the same is established, which is generally when shareholders The cost of providing long term employee benefit such as
approve the dividend. earned leave is measured as the present value of expected
Interest Income: future payments to be made in respect of services provided
by employees upto the end of the reporting period. The
Interest Income on financial assets measured at amortised cost
expected costs of the benefit is accrued over the period
is recognised on a time-proportion basis using the effective
of employment using the same methodology as used for
interest method.
defined benefits post employment plans. Actuarial gains
15) Borrowing costs: and losses arising from the experience adjustments and
Borrowing cost includes interest, commitment charges, changes in actuarial assumptions are charged or credited
brokerage, underwriting costs, discounts / premiums, financing to the Statement of Profit or Loss in which they arise except
charges, exchange difference to the extent they are regarded those included in cost of assets as permitted. The benefit is
as interest costs and all ancillary / incidental costs incurred in valued annually by independent actuary.
connection with the arrangement of borrowing. c) Post Employment Benefits:
Borrowing costs which are directly attributable to acquisition/ The Company provides the following post employment
construction of qualifying assets that necessarily takes a
benefits:
substantial period of time to get ready for its intended use are
capitalised as a part of cost pertaining to those assets. All other i) Defined benefit plans such as gratuity, trust
borrowing costs are recognised as expense in the period in managed Provident Fund and post-retirement
which they are incurred. medical benefit (PRMB); and
The capitalisation of borrowing costs commences when the ii) Defined contribution plans such as provident fund,
Company incurs expenditure for the asset, incurs borrowing pension fund and superannuation fund.
cost and undertakes activities that are necessary to prepare d) Defined benefits Plans:
the asset for its intended use or sale. The capitalisation of
The cost of providing benefits on account of gratuity
borrowing costs is suspended during extended periods in
and post retirement medical benefits / obligations are
which active development of a qualifying asset is suspended.
determined using the projected unit credit method on
The capitalisation of borrowing costs ceases when substantially
the basis of actuarial valuation made at the end of each
all the activities necessary to prepare the qualifying asset for its
balance sheet date, which recognises each period of
intended use or sale are complete.
service as given rise to additional unit of employees
16) Employee Benefits: benefit entitlement and measuring each unit separately
a) Short term Employee Benefits: to build up the final obligation. The yearly expenses on
All employee benefits payable wholly within twelve account of these benefits are provided in the books of
months of rendering services are classified as short-term accounts.
employee benefits. Benefits such as salaries, wages, short- The net interest cost is calculated by applying the
term compensated absences and performance incentives, discount rate to the net balance of the defined benefit
are recognised during the period in which the employee obligation and the fair value of plan assets. This cost is

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 included in employee benefit expense in the Statement 17) Taxes on Income:
of Profit and Loss except those included in cost of assets Income tax expense represents the sum of tax currently payable
as permitted. and deferred tax. Tax is recognised in the Statement of Profit
Re-measurements comprising of actuarial gains and and Loss, except to the extent that it relates to items recognised
losses arising from experience adjustments and change directly in equity or in other comprehensive income.
in actuarial assumptions, the effect of change in assets a) Current Tax:
ceiling (if applicable) and the return on plan asset
Current tax is the expected tax payable/ receivable on
(excluding net interest as defined above) are recognised
the taxable income/ loss for the year using applicable
in other comprehensive income (OCI) except those
tax rates for the relevant period, and any adjustment to
included in cost of assets as permitted in the period in
taxes in respect of previous years. Interest expenses and
which they occur. Re-measurements are not reclassified
penalties, if any, related to income tax are included in
to the Statement of Profit and Loss in subsequent periods.
finance cost and other expenses respectively. Interest
Service cost (including current service cost, past service Income, if any, related to Income tax is included in
cost, as well as gains and losses on curtailments and Other Income.
settlements) is recognised in the Statement of Profit and
b) Deferred Tax:
Loss except those included in cost of assets as permitted
in the period in which they occur. Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities
Eligible employees of the Company receive benefits from a in the balance sheet and the corresponding tax bases
provident fund trust which is a defined benefit plan. Both used in the computation of taxable profit. Deferred
the eligible employee and the Company make monthly tax liabilities are generally recognised for all taxable
contributions to the provident fund plan equal to a specified temporary differences. Deferred tax assets are generally
percentage of the covered employees salary. The Company recognised for all deductible temporary differences,
contributes a part of the contribution to the provident fund unabsorbed losses and unabsorbed depreciation to the
trusts. The trusts invests in specific designated instruments extent that it is probable that future taxable profits will
as permitted by Indian Law. The remaining portion is be available against which those deductible temporary
contributed to the Government Administered Pension differences, unabsorbed losses and unabsorbed
Fund. The rate at which the annual interest is payable depreciation can be utilised.
to the beneficiaries by the trusts is administered by the
Government. The Company has obligation to make good The carrying amount of deferred tax assets is reviewed
the shortfall, if any, between the return from investments of at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profits
the Trusts and the notified interest rate. However, as at the
will be available to allow all or part of the asset to be
year-end no shortfall remains unprovided for.
recovered.
e) Defined Contribution Plans:
Deferred tax assets and liabilities are measured at the
Payments to defined contribution retirement benefit tax rates that are expected to apply in the period in
plans, viz., Provident Fund for certain eligible which the liability is settled or the asset realised, based
employees, Pension Fund and Superannuation benefits on tax rates (and tax laws) that have been enacted or
are recognised as an expense when employees have substantively enacted by the balance sheet date. The
rendered the service entitling them to the contribution. measurement of deferred tax liabilities and assets reflects

111
 the tax consequences that would follow from the manner • l There is no unconditional right to defer the settlement of
in which the Company expects, at the reporting date, to the liability for at least twelve months after the reporting
recover or settle the carrying amount of its assets and period.
liabilities. l All other liabilities are classified as non-current.
Deferred tax assets and liabilities are offset when there c) Deferred tax assets and liabilities are classified as non-
is a legally enforceable right to set off current tax assets current.
against current tax liabilities and when they relate to
20) Fair value measurement:
income taxes levied by the same taxation authority and
the Company intends to settle its current tax assets and Fair value is the price that would be received to sell an
liabilities on a net basis. asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date,
18) Earnings per Share:
regardless of whether that price is directly observable or
Basic earnings per share is calculated by dividing the estimated using another valuation technique. In estimating
profit from continuing operations and total profit, both the fair value of an asset or a liability, the Company takes
attributable to equity shareholders of the Company by the into account the characteristics of asset and liability if market
weighted average number of equity shares outstanding participants would take those into consideration. Fair value for
during the year. measurement and / or disclosure purposes in these Financial
19) Current versus Non-current classification: Statements is determined on such basis except for Inventories,
The Company presents assets and liabilities in the Balance Leases and value in use of non-financial assets. Normally at
Sheet based on current/non-current classification. initial recognition, the transaction price is the best evidence of
fair value.
a) An asset is current when it is:
The fair value of an asset or a liability is measured using the
• l Expected to be realized or intended to be sold or
assumptions that market participants would use when pricing
consumed in the normal operating cycle,
the asset or liability, assuming that market participants act in
• l Held primarily for the purpose of trading, their economic best interest. A fair value measurement of a
• l Expected to be realised within twelve months after the non-financial asset takes into account a market participant’s
reporting period, or ability to generate economic benefits by using the asset in
its highest and best use or by selling it to another market
• l Cash or cash equivalent unless restricted from being
participant that would use the asset in its highest and best use.
exchanged or used to settle a liability for at least twelve
months after the reporting period. The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data are available to
l All other assets are classified as non-current.
measure fair value, maximizing the use of relevant observable
b) A liability is current when: inputs and minimizing the use of unobservable inputs.
• l It is expected to be settled in the normal operating All financial assets and financial liabilities for which fair
cycle, value is measured or disclosed in the Financial Statements
• l It is held primarily for the purpose of trading, are categorized within the fair value hierarchy, described as
• l It is due to be settled within twelve months after the follows, based on the lowest level input that is significant to
reporting period, or the fair value measurement as a whole:

112
 Level 1 — Quoted (unadjusted) market prices in active markets Initial recognition and measurement
for identical assets or liabilities. All financial assets are recognised initially at fair value plus, in
Level 2 — Valuation techniques for which the lowest level the case of financial assets not recorded at fair value through
input that is significant to the fair value measurement is profit or loss, transaction costs that are attributable to the
directly or indirectly observable. acquisition of the financial asset. However, Trade receivables
Level 3 — Valuation techniques for which the lowest level that do not contain a significant financing component are
input that is significant to the fair value measurement is measured at Transaction Price. Transaction costs of financial
unobservable. assets carried at fair value through profit or loss are expensed
in Statement of Profit and Loss. Where transaction price is not
Financial assets and financial liabilities that are recognised the measure of fair value and fair value is determined using
at fair value on a recurring basis, the Company determines
a valuation method that uses data from observable market,
whether transfers have occurred between levels in the
the difference between transaction price and fair value is
hierarchy by re-assessing categorization at the end of each
recognised in Statement of Profit and Loss on the date of
reporting period.
recognition if the fair value pertains to Level 1 or Level 2 of the
21) Financial Instruments: fair value hierarchy and in other cases spread over life of the
A financial instrument is any contract that gives rise to a financial instrument using effective interest method.
financial asset of one entity and a financial liability or equity Subsequent measurement
instrument of another entity. The Company recognises a
For purposes of subsequent measurement financial assets are
financial asset or financial liability in its balance sheet only
classified in three categories:
when the entity becomes party to the contractual provisions of
the instrument. • l Financial assets measured at amortized cost
A) Financial Assets • l Financial assets at fair value through OCI – Debt
Instruments
A financial asset inter-alia includes any asset that is cash,
equity instrument of another entity or contractual rights to • l Financial assets at fair value through profit or loss
receive cash or another financial asset or to exchange financial Financial assets measured at amortized cost
asset or financial liability under condition that are potentially
Financial assets are measured at amortized cost if the financials
favourable to the Company.
asset is held within a business model whose objective is to hold
Investments in subsidiaries financial assets in order to collect contractual cash flows and
Investments in equity shares of subsidiaries are carried at cost the contractual terms of the financial asset give rise on specified
less impairment. Impairment is provided for on the basis dates to cash flows that are solely payments of principal and
explained in Paragraph (4) of Note C above. interest on the principal amount outstanding. These financials
Financial assets other than investment in subsidiaries assets are amortized using the effective interest rate (EIR)
method, less impairment. Amortized cost is calculated by taking
Financial assets of the Company comprise trade receivable, into account any discount or premium on acquisition and fees
cash and cash equivalents, Bank balances, Investments or costs that are an integral part of the EIR. The EIR amortization
in equity shares of companies other than in subsidiaries, is included in finance income in the statement of profit and
Investment in units of Mutual Funds, loans/Debt instrument/ loss. The losses arising from impairment are recognised in the
advances to employee / related parties / others, security statement of profit and loss in finance costs.
deposit, claims recoverable etc.

113
 Financial assets at fair value through OCI (FVTOCI) the Company neither transfers nor retains substantially all the
Financial assets are mandatorily measured at fair value risks and rewards of ownership and continues to control the
through other comprehensive income if the financial asset is transferred asset, the Company recognises its retained interest
held within a business model whose objective is achieved by in the asset and an associated liability for amounts it may have
both collecting contractual cash flows and selling financial to pay.
assets and the contractual terms of the financial asset give rise Impairment of financial assets
on specified dates to cash flows that are solely payments of The Company assesses impairment based on expected credit
principal and interest on the principal amount outstanding. loss (ECL) model on the following:
At initial recognition, an irrevocable election is made (on • l Financial assets that are measured at amortised cost.
an instrument-by-instrument basis) to designate investments
• l Financial assets (excluding equity instruments) measured
in equity instruments other than held for trading purpose
at fair value through other comprehensive income
at FVTOCI. Fair value changes relating to financial
(FVTOCI).
assets measured at FVTOCI are recognised in the other
comprehensive income (OCI). However, the Company ECL is measured through a loss allowance on a following basis
recognises interest income, impairment losses and reversals after considering the value of recoverable security:-
and foreign exchange gain or loss in the income statement. • l The 12 month expected credit losses (expected credit
On derecognition of the financial asset other than equity losses that result from those default events on the
instruments, cumulative gain or loss previously recognised in financial instruments that are possible within 12 months
OCI is reclassified to Profit or Loss. after the reporting date)
Financial assets at fair value through profit or loss (FVTPL) • l Full life time expected credit losses (expected credit
losses that result from all possible default events over the
Any financial asset that does not meet the criteria for
life of financial instruments).
classification as at amortized cost or as financial assets at fair
value through other comprehensive income, is classified as The Company follows ‘simplified approach’ for recognition of
financial assets at fair value through profit or loss. Further, impairment on trade receivables or contract assets resulting
financial assets at fair value through profit or loss also include from normal business transactions. The application of
financial assets held for trading and financial assets designated simplified approach does not require the Company to track
changes in credit risk. However, it recognises impairment
upon initial recognition at fair value through profit or loss.
loss allowance based on lifetime ECLs at each reporting date,
Financial assets are classified as held for trading if they are
from the date of initial recognition.
acquired for the purpose of selling or repurchasing in the near
term. Financial assets at fair value through profit or loss are fair For recognition of impairment loss on other financial assets,
valued at each reporting date with all the changes recognised the Company determines whether there has been a significant
in the Statement of profit and loss. increase in the credit risk since initial recognition. If credit
risk has increased significantly, lifetime ECL is provided. For
Derecognition assessing increase in credit risk and impairment loss, the
The Company derecognises a financial asset only when the Company assesses the credit risk characteristics on instrument-
contractual rights to the cash flows from the asset expire, or by-instrument basis.
when it transfers the financial asset and substantially all the ECL is the difference between all contractual cash flows that
risks and rewards of ownership of the asset to another entity. If are due to the Company in accordance with the contract and

114
 all the cash flows that the entity expects to receive (i.e., all FVTPL. Financial liabilities are classified as held for trading
cash shortfalls), discounted at the original EIR. if they are incurred for the purpose of repurchasing in the
Impairment loss allowance (or reversal) recognised during the near term. Financial liabilities have not been designated upon
period is recognised as expense/income in the statement of initial recognition at FVTPL.
profit and loss. Derecognition
B) Financial Liabilities A financial liability is derecognised when the obligation
The Company’s financial liabilities includes borrowings, under the liability is discharged / cancelled / expired. When
trade payable, lease liabilities, accrued expenses and other an existing financial liability is replaced by another from the
payables. same lender on substantially different terms, or the terms of an
Initial recognition and measurement existing liability are substantially modified, such an exchange
All financial liabilities at initial recognition are classified as or modification is treated as the de recognition of the original
financial liabilities at amortized cost or financial liabilities at liability and the recognition of a new liability. The difference in
fair value through profit or loss, as appropriate. All financial the respective carrying amounts is recognised in the statement
liabilities are recognised initially at fair value and, in the of profit and loss.
case of loans and borrowings and payables, net of directly Offsetting of financial instruments
attributable transaction costs. Any difference between the Financial assets and financial liabilities are offset and the net
proceeds (net of transaction costs) and the fair value at initial amount is reported in the balance sheet if there is a currently
recognition is recognised in the Statement of Profit and Loss enforceable legal right to offset the recognised amounts and
depending upon the level of fair value. there is an intention to settle on a net basis, to realise the assets
Subsequent measurement and settle the liabilities simultaneously.
The subsequent measurement of financial liabilities depends C) Derivatives
upon the classification as described below:- Derivative instruments are initially recognised at fair value
Financial Liabilities classified as Amortised Cost: on the date a derivative contract is entered into and are
subsequently re-measured to their fair value at the end of each
Financial Liabilities that are not held for trading and are not
reporting period. The accounting for subsequent changes in
designated as at FVTPL are measured at amortised cost at
fair value depends on whether the derivative is designated as
the end of subsequent accounting periods. Amortised cost is
a hedging instrument, and if so, the nature of the item being
calculated by taking into account any discount or premium
hedged and the type of hedge relationship designated. The
on acquisition and fees or costs that are an integral part of the
resulting gain or loss is recognised in the Statement of Profit
Effective Interest Rate. Interest expense that is not capitalised
and Loss immediately unless the derivative is designated and
as part of costs of assets is included as Finance costs in the
effective as a hedging instrument and is recognised in Other
Statement of Profit and Loss.
Comprehensive Income (OCI). Cash flow hedges shall be
Financial Liabilities at Fair value through profit and loss reclassified to profit or loss as a reclassification adjustment in
(FVTPL): the same period or periods during which the hedged expected
FVTPL includes financial liabilities held for trading and future cash flows affect profit or loss. If hedge of a forecast
financial liabilities designated upon initial recognition as transaction results in the recognition of a non-financial asset

115
 or a non-financial liability, then the gain or loss that are The Company will carry out a detailed review of accounting
accumulated in the cash flow hedge reserve is recognised in policies to determine material accounting policy information
the initial cost or other carrying amount of the asset or liability to be disclosed going forward.
(this is also referred to as “Basis Adjustment”). The Company does not expect this amendment to have any
D) Ministry of Corporate Affairs (MCA) vide notification dated material impact in its financial statements.
24th March 2021, has amended Schedule III to the Companies b) IND AS 8 – Accounting Policies, Changes in Accounting
Act, 2013 to enhance the disclosure requirements in financial Estimates and Errors This amendment has changed the
statements. The financial statements have been prepared definition of a “change in accounting estimates” to a
after incorporating the amendments to the extent they are definition of “accounting estimates”. The amendment
applicable. clarifies how companies should distinguish changes in
E) Recent accounting pronouncements accounting policies from changes in accounting estimates.
The Ministry of Corporate Affairs (MCA) on 31st March 2023 The Company does not expect this amendment to have any
through Companies (Indian Accounting Standards) Amendment material impact in its financial statements.
Rules, 2023 has notified the following amendments to IND AS
which are applicable for the annual periods beginning on or c) IND AS 12 – Income Taxes - This amendment has done
after 1st April, 2023. away with the recognition exemption on initial recognition
of assets and liabilities that give rise to equal and offsetting
a) IND AS 1 – Presentation of Financial Statements – This
temporary differences.
amendment requires the Company to disclose its material
accounting policies rather than their significant accounting The Company does not expect this amendment to have any
policies. material impact in its financial statements.

116
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023

NOTE 2 (a) : PROPERTY, PLANT AND EQUIPMENT (` Crores)

Property, Plant and Equipment As at 31.03.2023 As at 31.03.2022
Owned Assets 9414.12 8999.09
Leased Assets 609.98 445.97
Total 10024.10 9445.06

NOTE 2 (b) : CAPITAL WORK-IN-PROGRESS (CWIP) 3045.22 1225.81

CWIP Ageing Schedule (` Crores)

Amount in CWIP for a period of Total
CWIP Less than 1-2 years 2-3 years More than
1 year 3 years
Projects in progress 2492.73 306.07 116.46 127.14 3042.40
(833.09) (199.73) (164.84) (25.18) (1222.84)
Projects temporarily suspended 0.11 - 0.07 2.64 2.82
- - (0.75) (2.22) (2.97)
Figures in brackets are in respect of Previous year
Note: There were no material projects which have exceeded their original planned cost and timelines.

117
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
(` Crores)
NOTE 2 (a 1) : Owned Assets NOTE 2 (c)
INTANGIBLES

Particulars Land Buildings Plant and Furniture Vehicles Air Office Computers Moulds Other Total Computer
Freehold equipment and Craft equipment Assets Software
fixtures
GROSS BLOCK
Carrying Value as at 31 March 2021 577.26 3029.71 8396.45 31.65 53.38 83.98 40.07 53.33 705.00 440.55 13411.38 61.25
Additions 0.87 141.73 828.07 3.77 9.91 - 3.83 6.22 124.44 45.43 1164.27 6.73
Disposals - (2.57) (39.62) (0.72) (2.20) - (1.15) (4.17) (4.77) (2.62) (57.82) (9.25)
Carrying Value as at 31 March 2022 578.13 3168.87 9184.90 34.70 61.09 83.98 42.75 55.38 824.67 483.36 14517.83 58.73
Additions 2.70 384.16 949.86 3.67 11.39 - 5.50 15.20 158.81 41.01 1572.30 13.46
Disposals - (0.02) (73.06) (1.60) (3.28) - (3.24) (5.29) (56.95) (4.25) (147.69) (0.60)
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
Accumulated depreciation / - 358.51 3388.51 17.42 25.51 16.23 25.40 34.75 365.63 221.97 4453.93 36.94
Amortisation as at 31 March 2021
Depreciation / Amortisation for the year - 100.27 828.64 4.87 6.93 5.92 6.08 9.49 105.84 50.02 1118.06 9.83
Disposals - (0.70) (37.62) (0.65) (1.84) - (1.12) (4.16) (4.77) (2.39) (53.25) (9.25)
Accumulated depreciation / - 458.08 4179.53 21.64 30.60 22.15 30.36 40.08 466.70 269.60 5518.74 37.52
Amortisation as at 31 March 2022
Depreciation / Amortisation for the year - 107.17 845.45 4.96 7.64 5.91 5.76 9.47 113.28 48.93 1148.57 8.73
Disposals - (0.01) (70.83) (1.52) (3.04) - (3.24) (5.29) (51.09) (3.97) (138.99) (0.60)
Accumulated depreciation / - 565.24 4,954.15 25.08 35.20 28.06 32.88 44.26 528.89 314.56 6528.32 45.65
Amortisation as at 31 March 2023
Net Block
As at 31 March 2022 578.13 2710.79 5005.37 13.06 30.49 61.83 12.39 15.30 357.97 213.76 8999.09 21.21
As at 31 March 2023 580.83 2987.77 5107.55 11.69 34.00 55.92 12.13 21.03 397.64 205.56 9414.12 25.94
Note:
1. Freehold land includes agricultural land - `0.12 Crores (31st March, 2022 - `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, 2023 - `6.38 Crores (31st March, 2022 - ` 1.85 Crores.)
4. Capital expenditure on Research and Development during the year - `25.15 Crores (31st March, 2022, - `6.71 Crores)
Refer Note 28 h (ii).
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.

118
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 2 (a 2): Leased Assets (` Crores)
Particulars Land Buildings Vehicles Total
Gross Block
Carrying Value as at 31 March 2021 97.84 421.66 24.93 544.43
Additions - 123.03 9.14 132.17
Disposals - (36.84) - (36.84)
Carrying Value as at 31 March 2022 97.84 507.85 34.07 639.76
Additions 3.11 250.69 26.12 279.92
Disposals - (48.73) - (48.73)
Carrying Value as at 31 March 2023 100.95 709.81 60.19 870.95
Depreciation Block
Accumulated depreciation / Amortisation as at 31 March 2021 4.46 110.93 19.66 135.05
Depreciation / Amortisation for the year 1.06 63.03 9.43 73.52
Disposals - (14.78) - (14.78)
Accumulated depreciation / Amortisation as at 31 March 2022 5.52 159.18 29.09 193.79
Depreciation / Amortisation for the year 1.06 81.39 8.85 91.30
Disposals - (24.12) - (24.12)
Accumulated depreciation / Amortisation as at 31 March 2023 6.58 216.45 37.94 260.97
Net Block
As at 31 March 2022 92.32 348.67 4.98 445.97
As at 31 March 2023 94.37 493.36 22.25 609.98
Note:
1. The Company has incurred `27.89 Crores (Previous year `21.94 Crores) for the year ended 31st March, 2023 towards expenses relating to short-term
leases and leases of low-value assets (Refer Note 23). The total cash outflow for leases is `149.19 Crores (Previous year `118.72 Crores) for the year ended
31st March, 2023, including cash outflow of short-term leases and leases of low-value assets. Interest on lease liabilities is ` 48.70 Crores (Previous year
`36.29 Crores) for the year ended 31st March, 2023 (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.

119
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 3: INVESTMENTS
Face No. of Shares / Units (` Crores)
Particulars Value As at As at As at As at
` 31.03.2023 31.03.2022 31.03.2023 31.03.2022
Non-Current Investments
Fully Paid-up
Quoted
Equity Shares (at fair value through Profit or Loss) 13.04 11.00
In Debt Instruments-Bonds (at fair value through OCI) 1096.16 1122.81
Unquoted
Non-Trade - Unquoted
Others: (at fair value through Profit or Loss) * 0.07 0.07
*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 - 1273200 1273200 6.11 6.11
Equity Shares in MRF Corp Ltd. - ` 1500 (31.03.2022- ` 1500) 10 50100 50100 - -
Equity Shares in MRF International Ltd. 10 532470 532470 0.53 0.53
Equity Shares in MRF Lanka Pvt. Ltd. Sri Lankan Rupee 10 34160324 34160324 15.01 15.01
Total 1130.92 1155.53
Aggregate Market Value of Quoted Investments 1109.20 1133.81
Aggregate Amount of Unquoted Investments 21.72 21.72

Current Investments
Fully paid up - Unquoted
In Mutual Fund Units: (at fair value through Profit or Loss)
Income Plan: Growth Option 1974.84 2509.69
Aggregate Amount of Unquoted Investments 1974.84 2509.69

NOTE 4 : LOANS (Unsecured, considered good) (` Crores)

Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Loans to employees 1.19 0.82 2.95 3.18
Total 1.19 0.82 2.95 3.18

120
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 5 : OTHER FINANCIAL ASSETS (` Crores)
Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Carried at Amortised cost:
Bank deposits with more than 12 months maturity 0.06 0.06 - -
Export Benefits Receivables - - 1.72 0.85
Interest Accrued on Loans and Deposits - - 39.09 51.50
Fixed Deposits - others - - - 600.00
Others - 52.69 62.85 105.37
Carried at Fair value through Profit & Loss:
Security Deposits 2.06 2.72 - -
Deposits 21.96 17.47 - -
Total 24.08 72.94 103.66 757.72
NOTE 6 : OTHER ASSETS (` Crores)
Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Capital Advances 454.24 527.94 - -
Advances other than capital advances;
Security Deposits (excludes Interest accrued and due – ` 2.51 Crore, Previous year - ` 1.71 Crore) 87.36 54.97 - -
Advances to Employees - - 26.24 19.82
Sub Total 541.60 582.91 26.24 19.82
Others
Advances recoverable in cash or kind 6.30 3.14 120.23 100.39
Salary and Wage Advance - - 4.32 9.25
Prepaid Expenses - - 44.35 41.24
Others - - 43.24 43.09
Sub Total 6.30 3.14 212.14 193.97
Total 547.90 586.05 238.38 213.79

NOTE 7 : INVENTORIES (VALUED AT LOWER OF COST AND NET REALISABLE VALUE) (` Crores)
As at As at
31.03.2023 31.03.2022
Raw Materials 1210.28 1616.15
Raw Materials in transit 112.78 98.38
Work-in-progress 365.03 394.46
Finished goods 1915.17 1561.12
Stock-in-trade 51.33 36.32
Stores and Spares 388.09 355.29
Total 4042.68 4061.72

121
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 8 : TRADE RECEIVABLES (` Crores)
As at As at
31.03.2023 31.03.2022
Trade receivables
Secured, considered good 1683.63 1580.15
Unsecured, considered good 758.73 703.11
Trade Receivables - credit impaired 2.08 2.08
Less: Expected Credit Loss Provision (Refer Note 25 (B) ii) (2.08) (2.08)
Total 2442.36 2283.26
Of the above, trade receivables due from a subsidiary Company (Refer Note 28 d ) 2.93 0.66
Note: The Company 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.
Trade Receivables Ageing Schedule (` Crores)
Outstanding for following periods from
due date of payment
Particulars Total
Less than 6 months - 1-2 Years 2-3 years More than 3
6 months 1 year years
209.67 0.57 - - - 210.24
(i) Undisputed Trade Receivables – considered good
(270.93) (6.51) - - - (277.44)
- - 0.07 0.09 1.92 2.08
(ii) Undisputed Trade Receivables – credit impaired
- (0.07) (0.09) (1.92) - (2.08)
- - - - - 2232.12
(iii) Amount Not Due
- - - - - (2005.82)
2444.44
Total Gross
(2285.34)
2.08
Allowance for Expected Credit Loss
(2.08)
2442.36
Total
(2283.26)
Figures in brackets are in respect of Previous year

122
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 9 : CASH AND CASH EQUIVALENTS (as per Cash Flow Statement) (` Crores)
As at As at
31.03.2023 31.03.2022
Balances with Banks
- In Current accounts 107.94 81.80
Cheques, drafts on hand; and 37.62 30.55
Cash on hand 0.75 0.76
Total 146.31 113.11

NOTE 10 : BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (` Crores)
As at As at
31.03.2023 31.03.2022
Unclaimed Dividend Account 2.76 1.74
Unspent CSR Account 7.22 -
Total 9.98 1.74

NOTE 11 : BORROWINGS (` Crores)

As at As at
31.03.2023 31.03.2022
NON CURRENT
Secured
Term loans from Banks;
Soft loan from SIPCOT (At amortised cost) 71.37 64.12
Unsecured
Debentures;
Floating Rate linked to 6 months T Bill - 15000 Nos. Unsecured Redeemable 150.00 -
Non-convertible Debentures of `1,00,000/- each.
Term loans from Banks;
- Rupee Term Loan (At amortised cost) 599.99 749.99
Others
Deferred Payment Liabilities (At amortised cost) 2.22 3.10
Sub Total 823.58 817.21
CURRENT
Secured (At amortised cost)
Loans repayable on demand
- From banks 997.34 885.00
- Interest accrued on above 1.11 1.31
Unsecured
Current maturities of long-term debt 150.88 291.69
- Interest accrued on above 4.17 8.51
Sub Total 1153.50 1186.51
Total 1977.08 2003.72
Note: Security and terms of repayment in respect of above borrowings are detailed in Note 28 i

123
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
Reconciliation of Financing Liabilities (` Crores)
As at As at
31.03.2023 31.03.2022
Opening balance
- Long Term Borrowings 817.21 811.76
- Current borrowings 885.00 40.02
- Current maturities of long term debt 291.69 267.11
- Interest accrued on debt 9.82 27.14
Total - A 2003.72 1146.03
a) Cash flow movements
- Proceeds from borrowings 270.10 1,144.97
- Repayment of borrowings (289.37) (266.68)
b) Non-cash movements
- Effect of amortization of loan origination costs (0.51) 0.99
- Foreign exchange translation (2.32) (4.27)
- Interest Accrued on debt (4.54) (17.32)
Total - B (26.64) 857.69
Closing Balance (A+B) 1977.08 2003.72
Closing Balance Break Up
- Long Term Borrowings 823.58 817.21
- Current borrowings 997.34 885.00
- Current maturities of long term debt 150.88 291.69
- Interest accrued on debt 5.28 9.82

NOTE 12 : PROVISIONS (` Crores)

Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Provision for employee benefits (Refer Note 28 c) 53.62 51.09 45.92 17.65
Others:
- Warranty and others (Refer Note 28 c) 161.40 167.58 187.02 162.39
Total 215.02 218.67 232.94 180.04

124
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 13 : DEFERRED TAX LIABILITIES - (NET) (` Crores)
As at As at
31.03.2023 31.03.2022
Deferred Tax Liabilities:
- Arising on account of difference in carrying amount and tax base of PPE and Intangibles 424.90 428.45
- Unrealised gain/(loss) on FVTPL debt Mutual Funds 45.29 30.20
- Other adjustments 13.73 12.11
Sub Total 483.92 470.76
Deferred Tax Asset:
- Accrued Expenses allowable on Actual Payments 42.35 28.69
- On remeasurements of defined benefit plans 28.48 26.74
- Unrealised gain/(loss) on FVTOCI Debt Instruments 7.98 1.44
- On revaluation of designated cash flow hedges 6.38 6.29
- On Right of Use Asset 17.06 14.30
Sub Total 102.25 77.46
Total 381.67 393.30

NOTE 14 : OTHER LIABILITIES (` Crores)

Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Contract Liabilities - - 32.82 43.27
Others;
Dealers' Security Deposit - - 1770.68 1679.81
Retention Money 13.18 16.90 139.02 76.23
Statutory Dues - - 341.26 410.51
Deferred Income 220.62 164.27 21.84 23.54
Others 0.99 1.37 19.12 12.93
Total 234.79 182.54 2324.74 2246.29

Movement of contract liabilities is as under:  (` Crores)

Year Ended Year Ended
31.03.2023 31.03.2022
As at beginning of the year 43.27 31.41
Recognised as revenue from contracts with customers (43.27) (31.41)
Advance from customers received during the year 32.82 43.27
Balance at the close of the year 32.82 43.27

125
NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 15 : TRADE PAYABLES (` Crores)
As at As at
31.03.2023 31.03.2022
Outstanding dues of Micro and Small Enterprises (Refer Note 28 f) 72.72 58.26
Outstanding dues of Creditors other than Micro and Small Enterprises 2,684.73 2,716.06
Total 2,757.45 2,774.32
Of the above;
- Acceptances 413.00 427.14
- Payable to Subsidiary Companies (net of receivables of ` 0.60 Crores, Previous year - ` 0.74) (Refer Note 28 d) 437.15 808.28

Trade Payables ageing schedule (` Crores)

Particulars Outstanding for following periods from Total
due date of payment
Less than 1 1-2 years 2-3 years More than 3
year years
(i) MSME 2.15 0.03 0.14 0.01 2.33
(1.58) - - - (1.58)
(ii) Others 186.67 7.70 6.70 32.30 233.37
(374.34) (2.46) (14.02) (20.67) (411.49)
(iii) Amounts not due 2521.75
- - - - (2361.25)
Figures in brackets are in respect of Previous year

NOTE 16 : OTHER FINANCIAL LIABILITIES (` Crores)

Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Carried at Amortised Cost :
Unclaimed dividends - - 2.76 1.74
Employee benefits - - 121.86 101.15
Liabilities for expenses - 106.83 187.38 111.62
Others - - 493.99 180.95
Carried at Fair Value :
Derivative Financial Liabilities (FVTOCI ) - - (0.53) 3.59
Derivative Financial Liabilities (FVTPL) - - 1.62 0.42
Total - 106.83 807.08 399.47

126
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
NOTE 17 : REVENUE FROM OPERATIONS (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Revenue from Contracts with Customers:
Sale of Goods (Refer note 28 e) 22395.20 18679.33
Sale of Services 26.44 20.87
Other Operating Revenues:
Scrap Sales 138.89 121.91
Subsidy from State Government 17.70 167.40
Total 22578.23 18989.51
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 28 e)
Reconciliation of revenue recognised with the contracted price is as follows: (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Gross Sales (Contracted Price) 23345.01 19635.01
Reductions towards variable consideration (Product, Turnover and Prompt payment discount) (446.24) (399.53)
Claims preferred against obligation(Note 1(C-13) and 28(c(i))) (320.54) (245.97)
Revenue recognised 22578.23 18989.51

NOTE 18 : OTHER INCOME (` Crores)

Year Ended Year Ended
31.03.2023 31.03.2022
Interest Income 101.59 99.08
Dividend Income from Non-Current Investment
- From a Subsidiary 0.10 0.10
- Others 0.02 0.05
Government Grant :
- Export Incentives 6.52 15.09
- Others 20.15 17.40
Net gain on sale of Investments classified as FVTPL 2.64 6.83
Net gain on fair value changes on financial assets classified as FVTPL 103.85 155.43
Miscellaneous Income 13.34 20.94
Total 248.21 314.92
Net gains (losses) on fair value changes (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Equity Investments designated at FVTPL 2.04 2.57
Debt Mutual Fund Investments designated at FVTPL 101.81 152.86
Total Net gains (losses) on fair value changes 103.85 155.43

127
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
NOTE 19 : COST OF MATERIALS CONSUMED (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Opening Stock of Raw Materials 1714.53 1402.32
Purchases during the year 15135.43 13566.66
Closing Stock of Raw Materials (1323.06) (1714.53)
Total 15526.90 13254.45
NOTE 20 : CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND WORK-IN-PROGRESS (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Closing Stock:
Finished Goods 1915.17 1561.12
Stock-in-Trade 51.33 36.32
Work-in-Progress 365.03 394.46
2331.53 1991.90
Less: Opening Stock:
Finished Goods 1561.12 785.78
Stock-in-Trade 36.32 36.15
Work-in-Progress 394.46 325.05
1991.90 1146.98
Total (339.63) (844.92)
NOTE 21 : EMPLOYEE BENEFITS EXPENSE (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Salaries and Wages 1274.22 1189.24
Contribution to provident and other funds 119.00 112.15
Staff welfare expenses 165.65 170.55
Total 1558.87 1471.94
NOTE 22 : FINANCE COSTS (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Interest on Loans and Deposits 244.27 203.00
Interest on Debentures* - 2.78
Interest on Deferred Payment Credit 0.41 0.50
Interest on Lease liabilities (Refer Note 2 (a 2)) 48.70 36.29
Other Borrowing Costs;
Unwinding of discount relating to Long Term Liabilities 4.36 3.98
Other Charges 0.32 0.46
Total 298.06 247.01
*Interest on Debenture capitalised during the year `0.90 Crores (Previous year `Nil).

128
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
NOTE 23 : OTHER EXPENSES (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Stores and Spares 414.54 386.20
Power and Fuel 1134.47 930.93
Processing Expenses 255.82 266.42
Rent (Refer Note 2 (a 2)) 27.89 21.94
Rates and Taxes 15.41 14.18
Insurance 58.15 61.30
Printing and Stationery 10.05 9.36
Repairs and Renewals:
Buildings 25.70 20.39
Plant and Machinery 159.08 152.33
Other Assets 91.48 82.38
Travelling and Conveyance 41.82 25.00
Communication Expenses 7.61 6.72
Vehicle Expenses 12.25 10.93
Auditors' Remuneration:
As Auditors:
Audit fee 0.89 0.79
Tax Audit fee 0.16 0.14
Other Services 0.12 0.06
Reimbursement of Expenses 0.13 0.06
1.30 1.05
Cost Auditors Remuneration:
Audit fee 0.08 0.08
Directors' Fees 0.14 0.13
Directors' Travelling Expenses 9.04 2.81
Advertisement 223.29 178.62
Warranty (Refer note 28c) 18.99 14.06
VAT absorbed by the company - 0.02
Bad debts written off - 0.21
Commission 1.35 1.75
Freight and Forwarding (Net) 714.14 693.45
Loss on Sale of Fixed Asset (Net) 7.65 2.20
Net Loss on Foreign Currency Transactions 26.87 46.23
Bank Charges 6.00 7.56
Provision for Impairment of Assets (other than Financial Assets) - 7.10
Provision for Impairment of Financial Assets - 0.30
Corporate Social Responsibility Expenditure (Refer Note 28m) 29.13 33.92
Miscellaneous Expenses 167.29 100.80
Total 3459.54 3078.37

129
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
NOTE 24 : (` Crores)
Exceptional Items Year Ended Year Ended
31.03.2023 31.03.2022
Additional Income arising out of Arm’s Length Pricing on Covered Transaction as per the Bilateral Advance Pricing 80.33 -
Agreement (Refer Note)
Total 80.33 -
Consequent to the Bilateral Advance Pricing Agreement (BAPA) signed by the Company with the Central Board of Direct Taxes (CBDT) for the financial years
2015-16 to 2023-24, with respect to Arm’s Length Price (ALP) of the transactions under the Income Tax Act, with MRF SG PTE LTD (MRF SG), the wholly
owned subsidiary, the amount determined as payable by MRF SG to the Company is `80.33 Crores (net of interest on tax of `2.10 Crores), which has since
been received by the company. The income tax impact on account of this refund has been disclosed as relating to earlier years.
NOTE 25 :
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 31.03.2023 31.03.2022
Interest bearing Loans and Borrowings 1989.10 2008.38
Less: Cash and Short Term Deposits (146.31) (113.11)
Net Debt 1842.79 1895.27
Equity 4.24 4.24
Other Equity 14504.63 13773.03
Total Capital 14508.87 13777.27
Capital and Net Debt 16351.66 15672.54
Gearing Ratio % 11.27% 12.09%
B. Financial Risk Management
The Company’s principal financial liabilities comprise loans and borrowings, 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.

130
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023

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 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
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.
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 0.50% to 1% higher / lower and all other variables held constant, the company’s profit for the year ended 31st March,
2023 would have been decreased / increased by `10.66 Crores (Previous year `4.54 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)
31.03.2023 31.03.2022
Financial Assets 199.27 253.61
Financial Liabilities 178.79 212.40
The company is mainly exposed to changes in US Dollar. The sensitivity to a 4% (Previous year 2%) increase or decrease in US Dollar against INR
with all other variables held constant will be +/( - ) `1.37 Crores (previous year `0.87 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 External Commercial borrowings and 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:
Currency Amount ` Crores Nature Cross Currency
Currency/Interest Rate Swap USD - Million - ECB Loan
(45.00) Million (288.59)
INR
Forward Contract USD 101.68 Million 844.11 Import purchase
(135.18) Million (1042.38)
Figures in brackets are in respect of Previous year

131
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
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) Other Forward Contract Outstanding :
Currency Amount ` Crores Nature Cross Currency
Forward Contract USD 30.49 Million 252.84 Import purchase INR
(24.96) Million (190.91)
Figures in brackets are in respect of Previous year
iii) The following table provides the reconciliation of cash flow hedge for the year ended 31st March, 2023:
(` Crores)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
Balance at the beginning of the year 3.28 1.59
Gain / (Loss) recognized in other comprehensive income during the year net of tax 0.25 1.69
Balance at the end of the year 3.53 3.28
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 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 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 2023 the investments in debt mutual funds and bonds amounts to `3071 Crores (Previous year `3632.50 Crores). A 1% point increase
or decrease in the NAV with all other variables held constant would have lead to approximately an additional `31 Crores (Previous year `36 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., Investments in Equity Shares, Bonds, Debt 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, 2023 is 0.02%(31st March, 2022 0.25%) of the total trade receivables.

132
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
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 March, 2023 was ` 2.08 Crores and for the year ended 31 March, 2022 was ` 2.08 Crores.

(` Crores)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
Balance at the beginning 2.08 2.45
Impairment loss recognised - 0.30
Impairment loss reversed - 0.67
Balance at the end 2.08 2.08
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 funds, which have high safety ratings and are monitored on a monthly basis and the Company is of the
opinion that its mutual fund investments have low credit risk.
iii) Liquidity Risk
The Company manages liquidity risk by maintaining adequate surplus, banking facilities and reserve borrowings 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, 2023 are as under:
(` Crores)
Particulars Refer Note Less than 1 year 1-3 years 3-5 years More than 5 years
Borrowings Note 11 and 14 1153.50 452.22 299.99 88.67
(1186.51) (251.87) (401.21) (180.92)
Trade Payable Note 15 2757.45 - - -
(2774.32) (-) (-) (-)
Other Financial Liabilities Note 16 682.46 - - -
(296.58) (106.83) (-) (-)
Employee Benefit liabilities Note 16 121.86 - - -
(101.15) (-) (-) (-)

133
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
Particulars Refer Note Less than 1 year 1-3 years 3-5 years More than 5 years
Unclaimed dividends Note 16 2.76 - - -
(1.74) (-) (-) (-)
Lease Liabilities 75.49 155.79 151.01 201.82
(60.08) (108.02) (106.63) (136.22)
Figures in brackets are in respect of Previous year

NOTE 26 :
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:
(` Crores)
Carrying Value/ Fair Value
Particulars Hierarchy As at As at
31.03.2023 31.03.2022
Financial Assets
- Investments Level One 3084.04 3643.50
- Others financial assets Level One 21.96 17.47
Financial Liabilities
- Borrowings Level Two - 290.91
- Derivative Financial Liabilities (Net) Level Two 1.09 4.01
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 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
Interest Rate swaps, foreign exchange forward contracts are valued using valuation techniques which employs the use of market observable inputs
namely, Marked-to-Market.

134
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
NOTE 27 : Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate (` Crores)
Particulars Year Ended Year Ended
31.03.2023 31.03.2022
Accounting Profit before Income Tax 1119.20 879.16
At statutory income tax rate of 25.168% 281.68 221.27
Short provision of tax for earlier assessment years 13.18 -
Effect of non-deductible expenses/other adjustments 9.15 11.59
Effect of deductions available under Income Tax Act (1.04) (1.04)
Total 302.97 231.82

NOTE 28: 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:
1. Details of Investments made are given in Note 3
2. Amount of Loans and advances in the nature of loans outstanding from /to subsidiaries ` Nil (Previous year - ` Nil)
3. Loans to employees have been considered to be outside the purview of disclosure requirements.
4. Investment by Loanee in the shares of the Parent company - Nil (Previous year - Nil).
b. Lease Disclosure:
Maturity analysis of lease liabilities (` Crores)
Maturity Analysis - Contractual undiscounted cash flows 31.03.2023 31.03.2022
Less than 1 year 127.17 100.80
1-5 years 467.96 369.82
More than 5 years 238.85 158.24
Total undiscounted lease liabilities as at 31st March, 2023 833.98 628.86
c. Movement in provisions as required by IND AS - 37 - “Provisions, Contingent Liabilities and Contingent Asset”. (` Crores)
As at Provided Used during Reversed during Unwinding As at
31.03.2022 during the year the year the year discounts 31.03.2023
(i) Warranty 255.58 338.84 320.54 - (3.46) 277.34
(238.82) (263.86) (245.97) - (1.13) (255.58)
(ii) Employee Benefits 68.74 30.80 - - - 99.54
(102.16) (12.58) (46.00) - - (68.74)
(iii) Litigation and related disputes 58.09 0.20 0.71 5.35 - 52.23
(70.00) (4.20) - (16.11) - (58.09)
(iv) Corporate Social Responsibility (CSR) 16.30 11.64 9.09 - - 18.85
- (16.30) - - - (16.30)

135
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
Notes :
(i) Cash outflow towards warranty provision would generally occur during the next two years.
(ii) Provision for employee benefits includes gratuity, post retirement benefits and compensated absence.
(iii) 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.
(iv) Cash outflow towards CSR provision would generally occur during the next three years.
(v) Figures in brackets are in respect of Previous year.
d. Related party disclosures:
(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 Badra Estate & Industries Limited, Devon Machines Pvt. Ltd., Coastal Rubber Equipments Pvt. Ltd.
are interested : Braga Industries LLP, Jcee Manufacturing & Services Pvt Ltd, Balanoor Plantations
and Industries Limited, Funskool (India) Ltd., VPC Freight Forwarders Pvt. Ltd, The Malayala
Manorama Co. Private Limited, Tarapore and Company, Tarapore Constructions Private Limited,

The J.H Tarapore Foundation.
Other Related Parties Mr.Jacob Kurian-Director, MRF Ltd. Executives Provident Fund Trust, MRF Management Staff
Gratuity Scheme, MRF Employees Gratuity Scheme, MRF Managers’ Superannuation Scheme,
MRF Foundation. Mr. Philip Eapen, Mr. Mammen Eapen, Mr. Zachariah Kurian, Mr. George Mammen,
Mr. Mammen A Mathew

136
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
(c) Transactions with related parties (excluding reimbursements) (` Crores)
Subsidiary KMP Close member of Companies in Other Related
Companies the KMP which Directors Parties
Nature of Transaction are interested
Year Ended Year Ended Year Ended Year Ended Year Ended
31 March 2023 31 March 2023 31 March 2023 31 March 2023 31 March 2023
i) Sale of Materials 3.95 - - 0.90 0.15
(0.01) - - (5.00) (0.55)
ii) Purchase of Materials/Machinery 1971.55 - - 249.78 -
(2049.50) - - (180.84) -
iii) Sale of Finished Goods 2.10 - - - -
(1.43) - - - -
iv) Payment towards Service - - - 16.24 -
- - - (17.82) -
v) Selling and Distribution Expenses - - - 1.48 -
- - - (1.72) -
vi) Dividend Received 0.10 - - - -
(0.10) - - - -
vii) Other Receipts 82.58 - - 2.02 -
(0.15) - - (1.84) -
viii) Professional charges - - - - 0.49
- - - - (0.17)
ix) Contribution to Retirement Benefit fund /Others - - - - 60.91
- - - - (94.87)
Compensation*
x) Short term Employee benefit (including - 93.86 2.63 - 1.52
Commission payable to KMP) - (82.96) (2.40) - -
xi) Sitting fees - - 0.02 - -
- - (0.02) - -
* Remuneration does not include provisions made for Gratuity and Leave benefits as they are determined on an actuarial basis for the Company as a whole.

137
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
Subsidiary KMP Close member of Companies in Other Related
Companies the KMP which Directors Parties
Nature of Transaction are interested
Year Ended Year Ended Year Ended Year Ended Year Ended
31 March 2023 31 March 2023 31 March 2023 31 March 2023 31 March 2023
Outstanding as at Year End
xii) Investments 21.65 - - - -
(21.65) - - - -
xiii) Trade Receivables 2.93 - - - -
(0.66) - - - -
xiv) Other Receivables 0.60 - - 1.78 0.04
(0.74) - - (26.55) (0.04)
xv) Trade Payables 437.75 - - 29.34 -
(809.02) - - (16.44) -
xvi) Commission Payable - 38.28 - - -
- (30.57) - - -
xvii) Contribution payable to Retirement Benefit fund/ - - - - 40.61
Others - - - - (13.43)
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 2023, 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.
e. 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.
Entity wide disclosure required by IND AS 108 are as detailed below: (` Crores)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
(i) Products:
Automobile Tyres 20665.22 17048.83
Automobile Tubes 1336.42 1233.43
Others 393.56 397.07
22395.20 18679.33

138
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
(ii) Revenue from Customers:
India 20529.08 16900.00
Outside India 1866.12 1779.33
22395.20 18679.33
(iii) Non Current Assets:
India 15062.53 12749.13
Outside India 0.06 0.06
(iv) There are no transactions with single customer which amounts to 10% or more of the Company’s revenue.
f. 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 31.03.2023 31.03.2022
(i) Principal amounts remaining unpaid to suppliers as at the end of the accounting year 72.72 58.26
(ii) Interest accrued and due to suppliers on above amount, unpaid 0.19 0.18
(iii) The amount of interest paid by the buyer in terms of Section 16 of the MSMED Act, 2006, along with the 0.23 -
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 paid 0.05 0.04
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 0.01 0.22
(vi) The amount of further interest remaining due and payable even in succeeding years, until such date when 1.10 1.09
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
g. 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, 2023 and for the year ended 31st March 2022.
The details of fund and plan assets are given below :
(` Crores)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
Fair value of plan assets 371.01 326.07
Present value of defined benefit obligations 355.94 317.59
Net excess/(Shortfall) 15.07 8.48
The plan assets have been primarily invested in Government securities, Corporate bonds and Exchange Traded Funds

139
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
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 - 8.15%( Previous Year -8.10%)
Discount rate -7.50% (Previous Year - 7.30%)
2) During the year, the company has recognised the following amounts in the Statement of Profit and Loss:
(` Crores)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
i) Employer's contribution to Provident Fund and Family Pension Fund 68.02 63.34
ii) Employer's contribution to Superannuation Fund 20.64 18.74
iii) Leave Encashment - Unfunded 13.83 10.62
iv) Defined benefit obligation:
a) Post Retirement Medical Benefit - Unfunded 0.24 0.23
b) The valuation results for the defined benefit gratuity plan as at 31-3-2023 are produced in the tables below:
i) Changes in the Present Value of Obligation
(` Crores)
Particulars Year Ended Year Ended
31.03.2023 31.03.2022
Present Value of Obligation as at the beginning 450.87 434.13
Current Service Cost 24.24 23.21
Interest Expense or Cost 32.89 29.50
Re-measurement (or Actuarial) (gain) / loss arising from:
- change in demographic assumptions - -
- change in financial assumptions (8.66) (21.36)
- experience variance (i.e. Actual experience vs assumptions) 9.38 8.18
Past Service Cost - -
Benefits Paid (24.25) (22.79)
Present Value of Obligation as at the end 484.47 450.87
ii) Changes in the Fair Value of Plan Assets
(` Crores)
Particulars Year Ended Year Ended
31.03.2023 31.03.2022
Fair Value of Plan Assets as at the beginning 438.67 388.28
Investment Income 32.00 26.38

140
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
(` Crores)
Particulars Year Ended Year Ended
31.03.2023 31.03.2022
Employer's Contribution - 46.00
Benefits Paid (24.25) (22.79)
Return on plan assets, excluding amount recognised in net interest expense (1.29) 0.80
Fair Value of Plan Assets as at the end 445.13 438.67
iii) Expenses Recognised in the Income Statement
(` Crores)
Particulars Year Ended Year Ended
31.03.2023 31.03.2022
Current Service Cost 24.24 23.21
Past Service Cost - -
Net Interest Cost / (Income) on the Net Defined Benefit Liability / (Asset) 0.89 3.12
Payable/(Recoverable) to/ from a subsidiary company (0.74) (0.64)
Expenses Recognised in the Income Statement 24.39 25.69

iv) Other Comprehensive Income

(` Crores)
Particulars Year Ended Year Ended
31.03.2023 31.03.2022
Actuarial (gains) / losses
- change in demographic assumptions - -
- change in financial assumptions (8.66) (21.36)
- experience variance (i.e. Actual experience vs assumptions) 9.38 8.18
Return on plan assets, excluding amount recognised in net interest expense 1.29 (0.80)
Payable/(Recoverable) from a subsidiary company 0.14 (0.09)
Components of defined benefit costs recognised in other comprehensive income 2.15 (14.07)

v) Major categories of Plan Assets (as percentage of Total Plan Assets)

Particulars As at As at
31.03.2023 31.03.2022
Funds managed by Insurer 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.

141
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
vi) Actuarial Assumptions
a. Financial Assumptions
The principal financial assumptions used in the valuation are shown in the table below:
As at As at
Particulars
31.03.2023 31.03.2022
Discount rate (per annum) 7.50% 7.30%
Salary growth rate (per annum) 5.50% 5.50%
b. Demographic Assumptions
As at As at
Particulars
31.03.2023 31.03.2022
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 44 years 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:
(` Crores)
Particulars As at As at
31.03.2023 31.03.2022
Defined Benefit Obligation (Base) 484.47 450.87

31.03.2023 31.03.2022
Particulars
Decrease Increase Decrease Increase
Discount Rate (- / + 1%) 530.74 444.60 495.50 412.48
(% change compared to base due to sensitivity) 9.60% -8.20% 9.90% -8.50%
Salary Growth Rate (- / + 1%) 443.48 531.27 411.48 495.92
(% change compared to base due to sensitivity) -8.50% 9.70% -8.70% 10.00%
Attrition Rate (- / + 50%) 481.65 487.04 448.63 452.90
(% change compared to base due to sensitivity) -0.60% 0.50% -0.50% 0.50%
Mortality Rate (- / + 10%) 483.67 485.27 450.12 451.61
(% change compared to base due to sensitivity) -0.20% 0.20% -0.20% 0.20%
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.

142
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
There is no change in the method of valuation for the prior period. For change in assumptions please refer to Section 6 above,
where assumptions for prior period, if applicable, are given.
b. Asset Liability Matching Strategies
The scheme is managed on funded basis.
c. Effect of Plan on Entity’s Future Cash Flows
- Funding arrangements and Funding Policy
The scheme is managed on funded basis.
(` Crores)
- Expected Contribution during the next annual reporting period 31.03.2023 31.03.2022
The Company's best estimate of Contribution during the next year 33.41 32.28

- Maturity Profile of Defined Benefit Obligation

Weighted average duration (based on discounted cash flows) 9 years 10 years

(` Crores)

- Expected cash flows over the next (valued on undiscounted basis): 31.03.2023 31.03.2022
1 year 58.34 46.12
2 to 5 years 163.81 148.35
6 to 10 years 220.41 203.02
More than 10 years 682.50 645.96

v) Other Long Term Employee Benefits:

(` Crores)
Particulars As at As at
31.03.2023 31.03.2022
Present value of obligation as at:
Leave Encashment 53.42 49.98
Post Retirement Medical Benefits 6.78 6.56

143
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
h. (i) Revenue expenditure on Research and Development activities during the year ended 31st March, 2023:
(` Crores)
Particulars Year Ended 31.03.2023 Year Ended 31.03.2022
1) Salaries Wages and Other Benefits 47.87 43.19
2) Repairs, and Maintenance 15.43 15.63
3) Power 10.13 7.81
4) Travelling and Vehicle Running 4.03 2.48
5) Cost of Materials/Tyres used for Rallies / Test Purpose 16.23 11.36
6) Other Research and Development Expenses 16.23 15.15
109.92 95.62
(ii) Capital Expenditure on Research and Development during the year, as certified by the management is ` 25.15 Crores (Previous year - ` 6.71 Crores).
This information complies with the terms of the Research and Development recognition granted upto 31st March, 2024 for the Company’s in-house
Research and Development activities by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of
India, vide their Letter No.TU/IV-RD/118/2021 dated 20th October, 2021.
i. 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 4.00% to 7.90% (Previous year 3.8% to 6.85%).
Quarterly returns or statements of current assets filed by the Company with the banks in connection with the working capital limit sanctioned
are in agreement with the books of accounts.
b) Non Current Borrowings
i) Indian Rupee Term Loan (Unsecured) from the HSBC Bank
a) Indian Rupee Term Loan of ` 150 Crores availed in February, 2019 is for capital expenditure. Interest is payable at a rate equal to
the three months T-Bill rate plus a margin of 1.49% (Previous year- 1.49%) payable monthly. The said Loan is repayable in one full
installment in Febuary, 2024.
b) 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 months T-Bill rate] Listed Unsecured rated redeemable Taxable Non-Convertible Debentures of
` 1,00,000/- each aggregating to `150 Crore issued on 24th February 2023, are to be redeemed on 24th February, 2026.

144
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
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 quarterly 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.
j. Inventories
Provision for obsolescence and Non-moving stocks for the year amounts to `0.01 Crores (Previous year - `16.70 Crores) net of reversal.The amount of
write down of inventories to net realizable value recognised as an expenses was `4.31 crores( Previous year - `15.44 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 `15637.04 Crores (Previous year - `12812.74 Crores).
k. Managerial Remuneration
During the current financial year ended 31st March 2023, the company has complied with the provisions of Sections 197 & 198 of the Companies Act,
2013 in respect of payment of remuneration to managerial personnel. Further, necessary approval is being sought from the shareholders of the Company
in compliance with the provision of Regulation 17(6)(e)(ii) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of
remuneration of Promoter Executive Directors of the Company.
l. The amount due and paid during the year to “Investor Education and Protection Fund” is ` 0.05 Crores (Previous year - ` 0.38 Crores).
m. 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 31st March 2023
amounts to `29.13 crores (Previous year `33.92 crores). A CSR Committee has been formed by the Company as per the Act. During the financial year
ended 31st March 2023, the Company has incurred an amount of `17.49 Crores.
Amount spent during the year on:
(` Crores)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
1) Amount required to be spent by the company during the year 29.13 33.92
2) Amount of expenditure incurred on:
(i) Construction/acquisition of any asset 7.60 8.57
(ii) On Purposes other than (i) above 9.89 9.05
3) Shortfall at the end of the year 11.64 16.30
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 15.66 16.42
*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 shortfall is transfered to unspent CSR Bank account on 25th April, 2023 (Previous year 27th April, 2022).
The amount spent, during the year, out of the shortfall at the end of the previous year is ` 9.09 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.

145
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
n. Earnings Per Share (Basic and Diluted)
Particulars Year Ended Year Ended
31.03.2023 31.03.2022
Profit after taxation after Exceptional Item ` Crores 816.23 647.34
Profit after taxation before Exceptional Item ` Crores 735.90 647.34
Number of equity shares (Face Value `10/-) Nos. 4241,143 4241,143
Earnings per share after Exceptional Item ` 1924.56 1526.34
Earnings per share before Exceptional Item ` 1735.15 1526.34
o. Events Occuring after the Balance Sheet date
The proposed final dividend for Financial Year 2022-23 amounting to `71.68 Crores will be recognised as distribution to owners during the financial
year 2023-24 on its approval by Shareholders. The proposed final dividend amounts to `169/- per share.
p. Capital and Other Commitments
(i) Estimated amount of contracts remaining to be executed on Capital Account, net of advances and not provided for - ` 2185.02 Crores (Previous
Year `3031.32 Crores)
(ii) Guarantees given by the Banks - ` 130.78 Crores (Previous Year - ` 43.84 Crores)
(iii) Letters of Credit issued by the Banks - ` 265.58 Crores (Previous Year - ` 182.45 Crores)
(iv) Commitments relating to Lease arrangements - Refer Note 28 (b)
(v) Derivative contract related commitments - Refer Note 25B(i)(b)
q. (i) Key Financial Ratios
SI. Description Numerator Denominator 2022-23 2021-22 Change in Reasons for Change if
No. Percentage (%) variation is more than 25%
1. Current Ratio Current Assets Current Liabilities 1.22 1.45 (16)
2. Debt Equity Ratio Long Term Debt Shareholder's Equity 0.07 0.08 -
3. Debt Service Coverage EBITDA Interest Expense + Principal 4.71 4.83 (2)
Ratio Repayments
4. Return on Equity (%) PAT (After Average Shareholder's 5.77% 4.80% 20
Exceptional item) Equity
5. Inventory Turnover Ratio Cost of Sales Average Inventory 5.47 5.45 -
6. Trade Receivables Net Credit Sales Average Trade Receivables 9.55 8.56 12
Turnover Ratio
7. Trade Payables Turnover Net Credit Average Trade Payables 4.55 3.88 17
Ratio Purchases
8. Net Capital Turnover Ratio Net Sales Working Capital 14.02 6.13 129 Increase in ratio is due to
reduction in working capital
for current year
9. Net Profit Margin (%) PAT (After Total Income 3.58% 3.35% 7
Exceptional item)

146
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
SI. Description Numerator Denominator 2022-23 2021-22 Change in Reasons for Change if
No. Percentage (%) variation is more than 25%
10. Return on Capital EBIT (Excl Other Capital Employed 6.54% 5.13% 28 Increase in percentage is
Employed (%) income and due to increase in EBIT for
Exceptional item) current year
11. Return on Investment Income Time weighted average 5.99% 7.62% (21)
generated from of investments (includes
Invested funds Quoted Equity shares,Debt
instruments-Bonds and
Unquoted mutual funds)
(ii) The company did not have any material transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of
the Companies Act, 1956 during the financial year.

r. (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 - `198.44 Crores (Previous Year- ` 196.00 Crores)
(c) Disputed Excise/Customs Duty demands pending before the Appellate Authorities/High Court - `377.84 Crores (Previous Year - `378.66
Crores)
(d) Disputed Income Tax Demands - `275.64 Crores (Previous Year - `159.87 Crores). Against the said demand the company has deposited an
amount of `131.61 Crores (Previous Year `97.52 Crores)
(e) Disputed Goods and Service Tax demands pending before the Appellate Authorities - `0.56 Crores (Previous Year- `1.70 Crores)
(f) Contested EPF Demands pending before Appellate Tribunal- `1.10 Crores (Previous year `1.10 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 has been disposed off by National Company Law Appellate Tribunal (NCLAT) in December 2022 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 of the same, the Company is of the view that no provision is considered necessary
in respect of this matter in the Standalone Financial Statements.

147
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
s. Other Notes:
Year Ended Year Ended
Particulars 31.03.2023 31.03.2022
% of total Value % of total Value
1) Value of imported/indigenous raw material/ stores and spares consumed : Consumption ` Crores Consumption ` Crores
Raw Materials
Imported at landed cost 30.40 4720.46 29.92 3965.34
Indigenous 69.60 10806.44 70.08 9289.11
100.00 15526.90 100.00 13254.45
Stores and Spares
Imported at landed cost 7.07 29.32 8.86 34.21
Indigenous 92.93 385.22 91.14 351.99
100.00 414.54 100.00 386.20

(` Crores)
Year Ended Year Ended
Particulars 31.03.2023 31.03.2022
2) Details of Purchase of Traded Goods under broad heads:
T and S Equipments 21.10 3.47
Sports Goods 11.18 10.61
Others 2.95 2.93
35.23 17.01
3) CIF Value of Imports:
a. Raw Materials 3836.70 4048.35
b. Components and Spare Parts 72.28 54.10
c. Capital Goods 1136.83 413.38

4) Earnings in Foreign Exchange:

FOB Value of Exports 1646.96 1521.29
Freight and Insurance 33.94 43.75
Others 82.43 -
Note: FOB Value of Exports excludes export sales in Indian Rupee

148
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
(` Crores)
Year Ended Year Ended
Particulars 31.03.2023 31.03.2022
5) Expenditure in Foreign Currency paid or payable by the Company:
a. Interest and Finance Charges 2.98 2.70
b. Professional and Consultation Fees 15.32 12.30
c. Travelling 2.79 1.20
d. Advertisements 71.19 100.65
e. Traded goods 2.79 0.86
f. Insurance 5.50 4.39
g. Product warranty claims 0.77 1.20
h. Others 21.16 18.51

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 JACOB KURIAN V SRIDHAR K M MAMMEN

Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

149
 CONSOLIDATED
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MRF report. We are independent of the Group in accordance with the
LIMITED Code of Ethics issued by the Institute of Chartered Accountants of
India (ICAI) together with the independence requirements that are
1. Opinion
relevant to our audit of the Consolidated Financial Statements under
We have audited the accompanying Consolidated Financial the provisions of the Act and the Rules thereunder, and we have
Statements of MRF Limited (hereinafter referred to as the fulfilled our other ethical responsibilities in accordance with these
“Holding Company”) and its subsidiaries (Holding Company requirements and the ICAI’s Code of Ethics. We believe that the
and its subsidiaries together referred to as “the Group”) which audit evidence we have obtained is sufficient and appropriate to
comprise the Consolidated Balance Sheet as at March 31, 2023, provide a basis for our audit opinion on the Consolidated Financial
and the Consolidated Statement of Profit and Loss (including Statements.
Other Comprehensive Income), the Consolidated Statement of 3. Emphasis of Matter
Changes in Equity and the Consolidated Cash Flows Statement for
the year ended on that date and notes to financial statements, a We draw attention to Note 25 (j) (a) to the Consolidated Financial
summary of significant accounting policies and other explanatory Statement which describe the following matter :
information (hereinafter referred to as “the Consolidated Financial In terms of the Order dated 31st August 2018 the Competition
Statements”). Commission of India (CCI) has on 2nd February 2022 released
In our opinion and to the best of our information and according to its Order imposing penalty on the Holding Company concerning
the explanations given to us, the aforesaid Consolidated Financial the breach of provisions of the Competition Act, 2002 during the
Statements give the information required by the Companies Act, year 2011-2012 and imposed a penalty of `622.09 Crores on the
2013 (“the Act”) in the manner so required and give a true and Holding Company. The appeal filed by the Holding Company
has been disposed of by the National Company Law Appellate
fair view in conformity with the Indian Accounting Standards (Ind
Tribunal (NCLAT) in December 2022, by remanding the matter to
AS) prescribed under Section 133 of the Act read with Companies
CCI for review after hearing the parties. CCI has in February 2023
(Indian Accounting Standards) Rules, 2015, as amended and
filed an appeal against the Order of NCLAT before the Hon’ble
other accounting principles generally accepted in India, of the
Supreme Court. Pending disposal of the same, the Company is of
Consolidated state of affairs (financial position) of the Group
the view that no provision is considered necessary in respect of this
as at 31st March, 2023, and its Consolidated profit (financial
matter in the Consolidated Financial Statements.
performance including Other Comprehensive Income), the
Consolidated Changes in Equity and its Consolidated Cash Flows Our opinion is not modified in respect of this matter.
for the year ended on that date.
4. Key Audit Matters
2. Basis for Opinion
Key audit matters are those matters that, in our professional judgment,
We conducted our audit of the Consolidated Financial Statements were of most significance in our audit of the Consolidated Financial
in accordance with the Standards on Auditing (SAs) specified Statements of the current year. These matters were addressed in the
under Section 143(10) of the Act. Our responsibilities under those context of our audit of the Consolidated Financial Statements as a
Standards are further described in the Auditor’s Responsibilities for whole, and in forming our opinion thereon, and we do not provide
the Audit of the Consolidated financial Statements section of our a separate opinion on these matters.

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S. No. Key Audit Matter Our Response
1. Defined Benefit Obligation We have examined the key controls over the process involving member data, formulation
The valuation of the retirement benefit schemes in of assumptions and the financial reporting process in arriving at the provision for retirement
the Group is determined with reference to various benefits. We tested the controls for determining the actuarial assumptions and the approval
actuarial assumptions including discount rate, future of those assumptions by senior management. We found these key controls were designed,
salary increases, rate of inflation, mortality rates and implemented and operated effectively, and therefore determined that we could place reliance
attrition rates. Due to the size of these schemes, small on these key controls for the purposes of our audit.
changes in these assumptions can have a material We tested the employee data used in calculating the obligation and where material, we also
impact on the estimated defined benefit obligation. 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. Warranty Provision We understood and tested the controls over the assumptions applied in arriving at the warranty
The Holding Company makes an estimated provision provision, particularly vouching of relevant data elements with provision calculations;
for assurance type warranties at the point of sale. This validation of formula used in the warranty spread sheet; management review control of the
estimate is based on historical claims data. relevant internal and external factors impacting the provision.
3. Litigation, Claims and Contingent Liabilities ●•We understood the processes, evaluated the design and implementation of controls and
(Refer Note 25 (j), to be read along with Emphasis of tested the operating effectiveness of the Group’s controls over the recording and re-
matter in Independent Auditor’s Report.) assessment of uncertain legal positions, claims and contingent liabilities.
●•The Group is exposed to variety of different ●•We held discussions with senior management including the person responsible for legal
laws, regulations and interpretations thereof. and compliance to obtain an understanding of the factors considered by management in
Consequently, in the normal course of business, classification of the matter as ‘probable’, ‘possible’ and ‘remote’.
Provisions and Contingent Liabilities may arise ●•Examined the Holding Company’s legal expenses on sample basis and read the minutes of
from legal proceedings, constructive obligations the board meetings in order to ensure completeness.
and commercial claims.
●•With respect to tax matters, involving our tax specialists, and discussing with the Holding
●•Management applies significant judgement when Company’s tax officers, their views and strategies on significant cases, as well as the related
considering whether and how much to provide for technical grounds relating to their conclusions based on applicable tax laws.
the potential exposure of each matter.
●•Assessing the decisions and rationale for provisions held or for decisions not to record
●•These estimates could change substantially over provisions or make disclosures.
time as new facts emerge as each legal case or
matters progresses. ●•Forthose matters where management concluded that no provisions should be recorded,
considering the adequacy and completeness of the disclosures.
●•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.

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 S. No. Key Audit Matter Our Response
4. Property, Plant & Equipment (Including Capex) Principal Audit Procedures
●•Tracking and monitoring capex requires more Our audit approach consisted testing of the design and operating effectiveness of the internal
attention to ensure reasonable accurateness and controls and substantive testing as follows :
completeness of financial reporting in respect of ● We assessed company’s process regarding maintenance of records and accounting of
Property, plant and equipment. transactions pertaining to property, plant and equipment including capital work in progress
●•Further, technical complexities require with reference to Indian Accounting Standard 16.
management to assess and make estimates/ ● We have carried out substantive audit procedures at financial and assertion level to verify
judgements about capitalization, estimated useful the capitalization of assets as Property, Plant & Equipment.
life, impairment etc. which has material impact
on Balance sheet and operating results. ● 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
●•Refer note 1 to consolidated financial statements. Companies Act, 2013.
● We have relied on physical verification conducted by management and management
representations.

5. Information Other than the Consolidated Financial Statements and

Auditor’s Report thereon If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to
The Holding Company’s Management and Board of Directors are
report that fact. We have nothing to report in this regard.
responsible for the preparation of the other information. The other
information comprises the information included in the Holding 6. Management’s Responsibility and Those Charged with Governance
Company’s Board’s Report including Annexures to Board’s Report, for the Consolidated Financial Statements
Management Discussion and Analysis, Report on Corporate The Holding Company’s Board of Directors is responsible for the
Governance, Business Responsibility and Sustainability Report, but preparation and presentation of these Consolidated Financial
does not include the Consolidated Financial Statements and our Statements in term of the requirements of the Act that give a true
auditor’s report thereon. and fair view of the Consolidated financial position, Consolidated
Our opinion on the Consolidated Financial Statements does not financial performance including other comprehensive income,
cover the other information and we do not express any form of Consolidated Changes in Equity and Consolidated Cash Flows of
assurance conclusion thereon. the Group in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards
In connection with our audit of the Consolidated Financial (Ind AS) specified under section 133 of the Act. The respective
Statements, our responsibility is to read the other information and, Board of Directors of the companies included in the Group are
in doing so, consider whether the other information is materially responsible for maintenance of adequate accounting records in
inconsistent with the Consolidated Financial Statements or our accordance with the provisions of the Act for safeguarding the assets
knowledge obtained during the course of our audit or otherwise of the Group and for preventing and detecting frauds and other
appears to be materially misstated. irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and

153
 prudent; and the design, implementation and maintenance of material misstatement resulting from fraud is higher than for one
adequate internal financial controls, that were operating effectively resulting from error, as fraud may involve collusion, forgery,
for ensuring accuracy and completeness of the accounting records, intentional omissions, misrepresentations, or the override of
relevant to the preparation and presentation of the Consolidated internal control.
Financial Statements that give a true and fair view and are free from
•● Obtain an understanding of internal financial controls relevant to
material misstatement, whether due to fraud or error.
the audit in order to design audit procedures that are appropriate in
In preparing the Consolidated Financial Statements, the respective the circumstances. Under Section 143(3)(i) of the Act, we are also
Board of Directors of the companies included in the Group are responsible for expressing our opinion on whether the Company
responsible for assessing the ability of the Group to continue as a and its subsidiary companies which are companies incorporated in
going concern, disclosing, as applicable, matters related to going India, has adequate internal financial controls system in place and
concern and using the going concern basis of accounting unless the operating effectiveness of such controls.
management either intends to liquidate the Group or to cease
• ● Evaluate the appropriateness of accounting policies used
operations, or has no realistic alternative but to do so.
and the reasonableness of accounting estimates and related
The respective Board of Directors of the companies included in the disclosures in the consolidated financial statements made by
Group are responsible for overseeing the financial reporting process the management.
of the Group.
• ● Conclude on the appropriateness of management’s use of the going
7. Auditor’s Responsibilities for the audit of the Consolidated concern basis of accounting and, based on the audit evidence
Financial Statements obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability
Our objectives are to obtain reasonable assurance about whether
to continue as a going concern. If we conclude that a material
the Consolidated Financial Statements as a whole are free from
uncertainty exists, we are required to draw attention in our auditor’s
material misstatement, whether due to fraud or error, and to issue
report to the related disclosures in the Consolidated Financial
an auditor’s report that includes our opinion. Reasonable assurance
Statements or, if such disclosures are inadequate, to modify our
is a high level of assurance, but is not a guarantee that an audit
opinion. Our conclusions are based on the audit evidence obtained
conducted in accordance with SAs will always detect a material
up to the date of our auditor’s report. However, future events or
misstatement when it exists. Misstatements can arise from fraud or
conditions may cause the Group to cease to continue as a going
error and are considered material if, individually or in the aggregate,
concern.
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Consolidated Financial •● Evaluate the overall presentation, structure and content of the
Statements. Consolidated Financial Statements, including the disclosures,
and whether the Consolidated Financial Statements represent the
As part of an audit in accordance with SAs, we exercise professional
underlying transactions and events in a manner that achieves fair
judgement and maintain professional scepticism throughout the
presentation.
audit. We also:
• ● Obtain sufficient appropriate audit evidence regarding the financial
•● Identify and assess the risks of material misstatement of the
information of the entities or business activities within the Group to
Consolidated Financial Statements, whether due to fraud or
express an opinion on the Consolidated Financial Statements. We
error, design and perform audit procedures responsive to those
are responsible for the direction, supervision and performance of
risks, and obtain audit evidence that is sufficient and appropriate
the audit of the financial statements of such entities included in the
to provide a basis for our opinion. The risk of not detecting a

154
 Consolidated Financial Statements of which we are the independent to us by the Management and our opinion on the Consolidated
auditors. For the other entities included in the Consolidated Financial Statements, in so far as it relates to the amounts and
Financial Statements, which have been audited by other auditors, disclosures included in respect of these subsidiaries and our report
such other auditors remain responsible for the direction, supervision in terms of sub-section (3) and (11) of Section 143 of the Act, in so
and performance of the audits carried out by them. We remain far as it relates to the aforesaid subsidiaries is based solely on the
solely responsible for our audit opinion. reports of the other auditors.
We believe that the audit evidence obtained by us is sufficient Our opinion on the Consolidated Financial Statements, and our
and appropriate to provide a basis for our audit opinion on the report on Other Legal and Regulatory Requirements below, is not
Consolidated Financial Statements. modified in respect of the above matters with respect to our reliance
on the work done and the reports of the other auditors.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and 9. Report on Other Legal and Regulatory Requirements
significant audit findings, including any significant deficiencies in
9.1 As required by Section 143(3) of the Act, based on our audit, we
internal control that we identify during our audit.
report that:
We also provide those charged with governance with a statement
a) We have sought and obtained all the information and
that we have complied with relevant ethical requirements regarding
explanations which to the best of our knowledge and belief
independence, and to communicate with them all relationships
were necessary for the purposes of our audit of the aforesaid
and other matters that may reasonably be thought to bear on our
Consolidated Financial Statements.
independence, and where applicable, related safeguards.
b) In our opinion, proper books of account as required by
From the matters communicated with those charged with
law relating to preparation of the aforesaid Consolidated
governance, we determine those matters that were of most
Financial Statements have been kept so far as it appears from
significance in the audit of the Consolidated Financial Statements
our examination of those books and the reports of the other
of the current year and are therefore the key audit matters. We
auditors.
describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in c) The Consolidated Balance Sheet, the Consolidated Statement
extremely rare circumstances, we determine that a matter should not of Profit and Loss, the Consolidated Statement of Changes in
be communicated in our report because the adverse consequences Equity and the Consolidated Cash Flow Statement dealt with
of doing so would reasonably be expected to outweigh the public by this Report are in agreement with the relevant books of
interest benefits of such communication. account maintained for the purpose of preparation of the
Consolidated Financial Statements.
8. Other Matters
d) In our opinion, the aforesaid Consolidated Financial
We did not audit the financial statements / financial information
Statements comply with the Indian Accounting Standards
of certain subsidiaries whose financial statements / financial
prescribed under section 133 of the Act read with Rule 7 of
information reflect total assets of `345.66 Crores as at 31st March,
the Companies (Accounts) Rules, 2014.
2023, total revenues of `434.73 Crores, total net profit/(Loss) after
tax of `(47.27) Crores and net cash inflows of `24.52 Crores for the e) On the basis of the written representations received from
year ended on that date, as considered in the Consolidated Financial the directors of the Holding Company as on 31st March,
Statements. These financial statements / financial information have 2023 taken on record by the Board of Directors of the
been audited by other auditors whose reports have been furnished Holding Company and the reports of the statutory auditors

155
 of its subsidiary companies incorporated in India, none of other sources or kind of funds) by the Company
the directors of the Group companies is disqualified as on and its subsidiary companies incorporated in
31st March, 2023 from being appointed as a director in terms India to or in any other person(s) or entity(ies),
of Section 164(2) of the Act. including foreign entities (“Intermediaries”), with
the understanding whether recorded in writing
f) With respect to the adequacy of the internal financial controls
or otherwise that the Intermediary shall, whether,
with reference to Financial Statements of the Group and the
directly or indirectly lend or invest in other persons
operating effectiveness of such controls, refer to our separate
or entities identified in any manner whatsoever
Report in “Annexure A”.
by or on behalf of the Company or any of its
g) As required by section 197(16) of the Act, based on our subsidiaries, (“Ultimate Beneficiaries”) or provide
audit, we report that the Holding Company and its subsidiary any guarantee, security or the like on behalf of the
companies incorporated in India, has paid and provided for Ultimate Beneficiaries;
remuneration to its directors during the year in accordance
(b) The respective Managements of the Company and
with the provisions of and limits laid down under section 197
its subsidiaries which are companies incorporated
read with Schedule V to the Act.
in India, whose financial statements have been
h) With respect to the other matters to be included in the Auditor’s audited under the Act, have represented to us
Report in accordance with Rule 11 of the Companies (Audit that to the best of their knowledge and belief, no
and Auditors) Rules, 2014, in our opinion and to the best of funds have been received by the Company and
our information and according to the explanations given to us: its subsidiary companies incorporated in India,
i. The Consolidated Financial Statements disclose the from any person(s) or entity(ies), including foreign
impact of pending litigations on the Consolidated entities (“Funding Parties”), with the understanding,
financial position of the Group – Refer Note 25 (j) to the whether recorded in writing or otherwise, that the
Consolidated Financial Statements; Company or any of its subsidiaries shall, directly
or indirectly, lend or invest in other persons or
ii. The Group has long-term contracts including derivative entities identified in any manner whatsoever
contracts for which there were no material foreseeable by or on behalf of the Funding Party (“Ultimate
losses; Beneficiaries”) or provide any guarantee, security
iii. There has been no delay in transferring amounts, or the like on behalf of the Ultimate Beneficiaries;
required to be transferred to the Investor Education and
and Protection Fund by the Holding company and its (c) Based on such audit procedures, we have
subsidiary companies incorporated in India. considered reasonable and appropriate in the
iv. (a) The respective Managements of the Company and circumstances performed by us on the Company
its subsidiaries which are companies incorporated and its subsidiaries, which are companies
in India, whose financial statements have been incorporated in India whose financial statements
audited under the Act, have represented to us that have been audited under the Act, nothing has
to the best of their knowledge and belief, no funds come to our notice that causes us to believe that
have been advanced or loaned or invested (either the above representations under sub-clause (i)
from borrowed funds or share premium or any and (ii) of Rule 11(e) as provided under (a) and (b)
above, contain any material misstatement.

156
 v. The Company and its subsidiary companies incorporated the Auditor’s Report, according to the information and
in India have complied with the provisions with respect explanation given to us, and based on CARO reports
to Section 123 of the Companies Act, 2013 in respect issued by us and the component auditor for the Holding
of final dividend proposed in the previous year, interim company and its subsidiaries incorporated in India
dividends declared and paid by the company during the included in the consolidated financial statements of
year and the proposed final dividend for the year which the company, to which the reporting under CARO is
is subject to the approval of members at the ensuing applicable. We report that there are no qualifications or
Annual General Meeting, as applicable. adverse remarks in these CARO reports.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules,

2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit
log) facility is applicable to the Group with effect from For M M NISSIM & CO. LLP For SASTRI & SHAH
April 1, 2023, and accordingly, reporting under Rule Chartered Accountants Chartered Accountants
11(g) of Companies (Audit and Auditors) Rules, 2014 is Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S
not applicable for the financial year ended March 31,
2023; and N KASHINATH C R KUMAR
Partner Partner
vii. With respect to the matters specified in paragraphs 3(xxi) Mem. No. 036490 Mem. No. 026143
and 4 of the companies (Auditor’s Report) order, 2020 UDIN: 23036490BGXRXP9499 UDIN: 23026143BGZEEG3060
(the order/CARO) issued by the central government in Place: Chennai Place: Chennai
terms of section 143 (11) of the act, to be included in Date: 3rd May, 2023 Date: 3rd May, 2023

157
“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT OF adherence to respective company’s policies, the safeguarding of
EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF its assets, the prevention and detection of frauds and errors, the
MRF LIMITED accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required
REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE under the Act.
(I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT,
2013 (“THE ACT”) 2. AUDITORS’ RESPONSIBILITY

OPINION Our responsibility is to express an opinion on the internal financial

controls with reference to Financial Statements of the Holding
In conjunction with our audit of the Consolidated Financial Statements of Company and its subsidiary companies which are incorporated in
the Company as of and for the year ended 31 March 2023, we have audited India, based on our audit. We conducted our audit in accordance
the internal financial controls with reference to Financial Statements of with the Guidance Note issued by ICAI and the Standards on
MRF LIMITED (“the Holding Company”) and its subsidiary companies Auditing, issued by ICAI and prescribed under section 143(10) of
which are companies incorporated in India, as of that date. In our the Act, to the extent applicable to an audit of internal financial
opinion, the Holding Company and its subsidiary companies, which are controls, both issued by ICAI. Those Standards and the Guidance
companies incorporated in India, have, in all material respects, an adequate Note require that we comply with ethical requirements and plan
internal financial controls with reference to Consolidated Financial and perform the audit to obtain reasonable assurance about whether
Statements and internal financial controls were operating effectively as at adequate internal financial controls with reference to Consolidated
31 March 2023, based on the internal financial control with reference to Financial Statements were established and maintained and if such
Consolidated Financial Statement criteria established by the respective controls operated effectively in all material respects.
Companies considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Our audit involves performing procedures to obtain audit
Reporting issued by the Institute of Chartered Accountants of India (ICAI). evidence about the adequacy of the internal financial controls
with reference to Consolidated Financial Statements and their
1. MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL operating effectiveness. Our audit of internal financial controls with
CONTROLS reference to Consolidated Financial Statements includes obtaining
an understanding of internal financial controls with reference to
The Respective Board of Directors of the Holding Company and Consolidated Financial Statements, assessing the risk that a material
its subsidiary companies incorporated in India, are responsible weakness exists, and testing and evaluating the design and operating
for establishing and maintaining internal financial controls with effectiveness of internal control based on the assessed risk. The
reference to Consolidated Financial Statements based on the procedures selected depend on the auditor’s judgment, including the
internal financial control reporting criteria established by the assessment of the risks of material misstatement of the consolidated
respective Companies considering the essential components of financial statements, whether due to fraud or error.
internal control stated in the Guidance Note issued by the Institute
of Chartered Accountants of India ("ICAI"). These responsibilities We believe that the audit evidence we have obtained and the
include the design, implementation and maintenance of adequate audit evidence obtained by other auditors of a subsidiary company
internal financial controls that were operating effectively for incorporated in India, in terms of their report referred to in other
ensuring the orderly and efficient conduct of its business, including matters paragraph below, is sufficient and appropriate to provide

158
 a basis for our audit opinion on the Company and its subsidiary management override of controls, material misstatements due to
companies which are incorporated in India. error or fraud may occur and not be detected. Also, projections of
any evaluation of the internal financial controls with reference to
3. MEANING OF INTERNAL FINANCIAL CONTROLS WITH Consolidated Financial Statements to future periods are subject to the
REFERENCE TO FINANCIAL STATEMENTS risk that the internal financial control with reference to Consolidated
Financial Statements may become inadequate because of changes
A company's internal financial control with reference to
in conditions, or that the degree of compliance with the policies or
Consolidated Financial Statements is a process designed to provide
procedures may deteriorate.
reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes 5. OTHER MATTERS
in accordance with generally accepted accounting principles. A
company's internal financial control with reference to Consolidated Our aforesaid report under Section 143(3)(i) of the Act on the
Financial Statements includes those policies and procedures adequacy and operating effectiveness of the internal financial
that (1) pertain to the maintenance of records that, in reasonable controls with reference to Financial Statements in so far as it relates
detail, accurately and fairly reflect the transactions and dispositions to subsidiary companies, incorporated in India, is based on the
of the assets of the company; (2) provide reasonable assurance report of the auditors.
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 For M M NISSIM & CO. LLP For SASTRI & SHAH
reasonable assurance regarding prevention or timely detection of Chartered Accountants Chartered Accountants
unauthorised acquisition, use, or disposition of the company's assets Firm Reg. No. 107122W / W100672 Firm Reg. No. 003643S
that could have a material effect on the financial statements.
N KASHINATH C R KUMAR
4. INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS Partner Partner
WITH REFERENCE TO CONSOLIDATED FINANCIAL STATEMENTS Mem. No. 036490 Mem. No. 026143
UDIN: 23036490BGXRXP9499 UDIN: 23026143BGZEEG3060
Because of the inherent limitations of internal financial controls over Place: Chennai Place: Chennai
financial reporting, including the possibility of collusion or improper Date: 3rd May, 2023 Date: 3rd May, 2023

159
MRF LIMITED, CHENNAI
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2023 (` Crores)
Note As at 31.03.2023 As at 31.03.2022
ASSETS
Non-Current Assets
Property, Plant and Equipment 2 (a (1, 2)) 10092.03 9500.59
Capital Work-in-Progress 2 (b) 3045.86 1233.07
Other Intangible Assets 2 (c) 25.94 21.23
Financial Assets:
- Investments 3 1110.27 1135.02
- Loans 4 1.28 0.95
- Other financial assets 5 26.90 75.74
Non Current Tax Asset (Net) 263.24 241.77
Other non-current assets 6 560.21 587.72
Current Assets
Inventories 7 4141.05 4129.67
Financial Assets:
- Investments 3 1974.84 2521.44
- Trade Receivables 8 2503.27 2332.68
- Cash and Cash Equivalents 9 248.51 254.39
- Bank Balances other than Cash and Cash Equivalents 10 9.98 1.74
- Loans 4 2.97 3.18
- Other financial assets 5 104.86 757.91
Other Current Assets 6 258.20 262.64
TOTAL ASSETS 24369.41 23059.74
EQUITY AND LIABILITIES
Equity
Equity Share Capital SOCE 4.24 4.24
Other Equity SOCE 14703.42 14027.51
Non Controlling Interest 0.16 0.15
Total Equity 14707.82 14031.90
LIABILITIES
Non-Current Liabilities
Financial Liabilities:
- Borrowings 11 823.58 817.21
- Lease Liability 508.62 350.87
- Other Financial Liabilities 16 - 106.83
Provisions 12 215.25 218.91
Deferred Tax Liabilities (Net) 13 384.63 395.49
Other non-current liabilities 14 234.19 181.80
Current Liabilities
Financial Liabilities:
- Borrowings 11 1605.92 2000.79
- Lease Liability 75.49 60.08
- Trade Payables
(A) total outstanding dues of micro enterprises and small enterprises; 15 72.72 58.26
(B) total outstanding dues of creditors other than micro enterprises and small enterprises 15 2363.05 1998.52
- Other Financial Liabilities 16 809.87 403.05
Other Current Liabilities 14 2331.07 2251.43
Provisions 12 233.53 180.78
Current Tax Liabilities (Net) 3.67 3.82
Total Liabilities 9661.59 9027.84
TOTAL EQUITY AND LIABILITIES 24369.41 23059.74
Significant Accounting Policies and key accounting estimates and Judgement 1
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 JACOB KURIAN V SRIDHAR K M MAMMEN
Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

160
MRF LIMITED, CHENNAI
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2023 (` Crores)
Note Year ended Year ended
31.03.2023 31.03.2022
INCOME
Revenue from Operations 17 23008.50 19316.72
Other Income 18 252.67 316.99
TOTAL INCOME 23261.17 19633.71
EXPENSES
Cost of materials consumed 19 15751.09 13419.57
Purchases of Stock-in-Trade 35.40 17.32
Changes in inventories of Finished Goods, Stock-in-Trade and Work-in-Progress 20 (346.91) (856.15)
Employee Benefits expense 21 1595.38 1501.95
Finance Costs 22 319.00 253.80
Depreciation and Amortisation expense 2 (a (1, 2)) and (c) 1253.05 1205.05
Other Expenses 23 3584.42 3184.24
TOTAL EXPENSES 22191.43 18725.78
PROFIT BEFORE TAX 1069.74 907.93
TAX EXPENSE
Current Tax 306.15 228.38
Deferred Tax (5.37) 10.31
TOTAL TAX EXPENSE 300.78 238.69
PROFIT FOR THE YEAR 768.96 669.24
NON-CONTROLLING INTEREST - ` 53,105 (Previous year - ` 53,631) (0.01) (0.01)
OTHER COMPREHENSIVE INCOME (OCI)
Items that will not be reclassified to Profit or Loss
Remeasurements of Defined benefit plans net of tax (1.70) 10.46
Items that may be reclassified to Profit or Loss
Exchange differences in translating the financial statements of foreign operations (8.52) (2.16)
Fair value of cash flow hedges through other comprehensive income net of tax 0.25 1.69
Fair value of debt instruments through other comprehensive income net of tax (19.46) 2.45
TOTAL OTHER COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR, NET OF TAX (29.43) 12.44
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 739.52 681.67
EARNINGS PER EQUITY SHARE 25 (b)
Basic 1813.10 1577.97
Diluted 1813.10 1577.97
Significant Accounting Policies and key accounting estimates and Judgement 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 JACOB KURIAN V SRIDHAR K M MAMMEN
Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

161
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (SOCE) FOR THE YEAR ENDED 31ST MARCH, 2023 (` Crores)
As at As at As at As at
EQUITY SHARE CAPITAL
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Number Number Amount Amount
Authorised Share Capital 9000000 9000000 9.00 9.00
Issued Share Capital 4241143 4241143 4.24 4.24
(Excludes 71 bonus shares not issued and not allotted on non-payment of call monies)
Subscribed Share Capital 4241143 4241143 4.24 4.24
Fully Paid-up Share Capital 4241143 4241143 4.24 4.24
Balance at the beginning of the reporting year 4241143 4241143 4.24 4.24
Changes in equity share capital due to prior period errors - - - -
Restated balance at the beginning of the reporting year 4241143 4241143 4.24 4.24
Changes in Equity Share Capital during the 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 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
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 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 2022-23.

Shares in the Company held by each shareholder holding more than As at 31.03.2023 As at 31.03.2022
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%
SBI Mutual Fund (Through its various Funds) 212453 5.01% 158010 3.73%

162
MRF LIMITED, CHENNAI

(` Crores)
OTHER EQUITY Reserves and Surplus Other Comprehensive Income
Securities Capital General Capital Remeasure- Retained Cash Flow Debt Foreign
Premium Reserve Reserve Redemp- ments Earnings Hedges Instruments Currency TOTAL
tion of Defined through through OCI Translation
Reserve Benefit Plans OCI Reserve
Balance at the beginning of the comparative 9.42 0.05 13466.89 0.44 (72.14) - 1.59 (6.74) 9.92 13409.43
reporting year - 1st April 2021
Changes in Accounting Policy or Correction of Prior - - - - - - - - - -
Period Errors
Restated balance as at 1st April 2021 9.42 0.05 13466.89 0.44 (72.14) - 1.59 (6.74) 9.92 13409.43
Profit for the Comparative Year ending 31st March 2022 - - - - - 669.23 - - 669.23
Other Comprehensive Income for the Comparative - - - - 10.46 - 1.69 2.45 (2.16) 12.44
Year ending 31st March 2022
Total Comprehensive Income for the Comparative Year - - - - 10.46 669.23 1.69 2.45 (2.16) 681.67
Transactions with owners in their capacity as owners:
- Interim Dividends (` 6 per share) - - - - - (2.54) - - - (2.54)
- Final Dividend and Special Dividend (`144 per share) - - - - - (61.05) - - - (61.05)
Add/(Less) Adjustments during the year - - - - - - - - - -
Transfer to General Reserve - - 605.64 - - (605.64) - - - -
Balance at the beginning of the reporting year 9.42 0.05 14072.53 0.44 (61.68) - 3.28 (4.29) 7.76 14027.51
Balance at the end of the comparative reporting 9.42 0.05 14072.53 0.44 (61.68) - 3.28 (4.29) 7.76 14027.51
period B/F
Changes in Accounting Policy or Correction of Prior - - - - - - - - - -
Period Errors
Restated balance as at 1st April 2022 9.42 0.05 14072.53 0.44 (61.68) - 3.28 (4.29) 7.76 14027.51
Profit for the Current Reporting Year ending - - - - - 768.95 - - - 768.95
31st March 2023
Other Comprehensive (Loss) / Income - - - - (1.70) - 0.25 (19.46) (8.52) (29.43)
Total Comprehensive Income attributable to the - - - - (1.70) 768.95 0.25 (19.46) (8.52) 739.52
Owners of the Company for the Reporting Year

163
 (` Crores)
OTHER EQUITY (Contd.) Reserves and Surplus Other Comprehensive Income
Securities Capital General Capital Remeasure- Retained Cash Flow Debt Foreign
Premium Reserve Reserve Redemp- ments Earnings Hedges Instruments Currency TOTAL
tion of Defined through through OCI Translation
Reserve Benefit Plans OCI Reserve
Transactions with owners in their capacity as owners: - - - - - - - - - -
Dividends & Dividend Distribution Tax;
- Interim Dividends (` 6 per share) - - - - - (2.53) - - (2.53)
- Final Dividend (`144 per share) - - - - - (61.08) - - (61.08)
Add/(Less) Adjustments during the year - - - - - -
Transfer to General Reserve - - 705.34 - - (705.34) - - -
Balance at the end of the reporting year ending 9.42 0.05 14777.87 0.44 (63.38) - 3.53 (23.75) (0.76) 14703.42
31st March 2023

Nature and Purpose of each Nature and Purpose

component of equity
Securities Premium Amounts received in excess of par value on issue of shares is classified as Securities Premium
Capital Reserve Capital reserve was created on purchase of shares by the parent 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 subsequently reclassified to Statement of Profit and Loss.
Capital Redemption Reserve Capital Redemption Reserve represents statutory reserve created upon buyback of equity shares in the earlier years.
Retained Earnings Retained earnings are the Profits that the group has earned till date, less any transfer 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 Statement of 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 Statement of Profit and Loss.
Remeasurements of Defined Gains / Losses arising on Remeasurements of Defined Benefit Plans are recognised in the Other Comprehensive Income as per IND
Benefit Plans AS-19 and shall not be reclassified to the Statement of Profit or Loss in the subsequent years.
Foreign Currency Translation Exchange differences relating to the transalation of the results and net assets of the groups foreign operations from their functional
Reserve currencies to the Group's presentation currency, i.e, Indian Rupees.
This is the Consolidated Statement of 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 JACOB KURIAN V SRIDHAR K M MAMMEN
Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

164
Disclosure of Shareholding of Promoters and Promoter Group
S. Name As at 31st March, 2023 % Change during As at 31st March, 2022 % Change during
No. No. of % of total the year as No. of % of total the year as
Shares shares compared to Shares shares compared to
31st March, 2022 31st March, 2021
1 ACCAMMA KURUVILLA 2,328 0.05 (0.01) 2,338 0.06 (0.00)
2 ADARSH MAMMEN VERGHESE 2,000 0.05 - 2,000 0.05 -
3 ADITH POULOSE MAMMEN 1,185 0.03 (0.01) 1,635 0.04 -
4 ADITI MAMMEN GUPTA 4,744 0.11 - 4,744 0.11 -
5 AMBIKA MAMMEN 2,489 0.06 - 2,489 0.06 -
6 AMIT MATHEW 3,570 0.08 (0.03) 4,520 0.11 -
7 AMMU MATHEW 2,650 0.06 - 2,650 0.06 -
8 ANITA MANI 1,304 0.03 (0.00) 1,334 0.03 (0.00)
9 ANNA PHILIP 350 0.01 - 350 0.01 -
10 ANNA RAPHAEL 258 0.01 - 258 0.01 -
11 ANNA THOMAS CHACKO 1,291 0.03 - 1,291 0.03 -
12 ANNAMMA MAMMEN 3,755 0.09 (0.18) 11,265 0.27 -
13 ANNAMMA PHILIP 8,900 0.21 (0.01) 9,500 0.22 0.11
14 ANNU KURIEN 15,695 0.37 0.08 12,490 0.29 (0.01)
15 ARJUN JOSEPH 1,850 0.04 - 1,850 0.04 -
16 ARUN MAMMEN 27,560 0.65 - 27,560 0.65 -
17 ASHOK KURIYAN 1,878 0.04 - 1,878 0.04 -
18 ASHWATHI JACOB 151 0.00 - 151 0.00 -
19 ASWATHY VARGHESE 9,450 0.22 - 9,450 0.22 -
20 BADRA ESTATES AND INDUSTRIES LIMITED 6,530 0.15 - 6,530 0.15 -
21 BEEBI MAMMEN 20,237 0.48 - 20,237 0.48 -
22 BINA MATHEW 1,568 0.04 - 1,568 0.04 -
23 BRAGA INDUSTRIES LLP 29,457 0.69 - 29,457 0.69 0.11
24 CHALAKUZHY POULOSE MAMMEN 530 0.01 - 530 0.01 -
25 CIBI MAMMEN 500 0.01 - 500 0.01 -
26 COMPREHENSIVE INVESTMENT AND FINANCE COMPANY 441,834 10.42 - 441,834 10.42 0.03
PVT. LTD.
27 DEVON MACHINES PVT LTD 1,000 0.02 - 1,000 0.02 -
28 ELIZABETH JACOB MATTHAI 4,000 0.09 - 4,000 0.09 -
29 GEETHA ZACHARIAH 6,113 0.14 - 6,113 0.14 -
30 GEETHA MAMMEN MAPPILLAI 250 0.01 - 250 0.01 -
31 GEORGE MAMMEN 808 0.02 - 808 0.02 -
32 HANNAH KURIAN 600 0.01 - 600 0.01 -
33 HARSHA MATHEW 2,000 0.05 0.02 1,250 0.03 -
34 JACOB MAMMEN 35,120 0.83 - 35,120 0.83 -
35 JACOB MATHEW 20,027 0.47 (0.02) 20,977 0.49 -
36 JAYANT MAMMEN MATHEW 2,190 0.05 - 2,190 0.05 -

165
S. Name As at 31st March, 2023 % Change during As at 31st March, 2022 % Change during
No. No. of % of total the year as No. of % of total the year as
Shares shares compared to Shares shares compared to
31st March, 2022 31st March, 2021
37 JCEE MANUFACTURING AND SERVICES PVT LTD 13,415 0.32 0.03 12,415 0.29 0.03
38 JOSEPH KANIANTHRA PHILIPS 1,000 0.02 - 1,000 0.02 -
39 K C MAMMEN 9,043 0.21 - 9,043 0.21 -
40 K K MAMMEN MAPPILLAI 7,399 0.17 - 7,399 0.17 -
41 K M MAMMEN 16,048 0.38 - 16,048 0.38 -
42 K S JOSEPH 483 0.01 - 483 0.01 -
43 K Z KURIYAN 650 0.02 - 650 0.02 -
44 KARUN PHILIP 4,000 0.09 - 4,000 0.09 -
45 KAVITA PHILIP - - - - - (0.12)
46 KAVYA VERGHESE 2,000 0.05 - 2,000 0.05 -
47 KIRAN JOSEPH 1,850 0.04 - 1,850 0.04 -
48 KIRAN KURIYAN 403 0.01 - 403 0.01 -
49 KMMMF PVT. TRUST 37,387 0.88 0.01 36,987 0.87 -
50 LATHA MATTHEW 5,723 0.13 - 5,723 0.13 -
51 M A MATHEW 6,595 0.16 - 6,595 0.16 -
52 M M HOUSING PRIVATE LIMITED 179 0.00 - 179 0.00 -
53 M.M.PUBLICATIONS LIMITED 300 0.01 - 300 0.01 -
54 MALINI MATHEW 2,000 0.04 0.00 1,800 0.04 -
55 MAMMEN EAPEN 4,128 0.10 - 4,128 0.10 -
56 MAMMEN MAPPILLAI INVESTMENTS LTD 1,209 0.03 - 1,209 0.03 -
57 MAMMEN MATHEW 11,015 0.26 - 11,015 0.26 -
58 MAMMEN PHILIP 8,480 0.20 0.01 7,880 0.19 (0.02)
59 MAMY PHILIP 6,922 0.16 (0.01) 7,350 0.17 -
60 MARIA MAMMEN 84 0.00 - 84 0.00 -
61 MARIAM MAMMEN MATHEW 100 0.00 - 100 0.00 -
62 MARIEN MATHEW 160 0.00 - 160 0.00 -
63 MARIKA MAMMEN APPIAH 100 0.00 - 100 0.00 -
64 MARY KURIEN 14,594 0.34 0.08 10,839 0.26 -
65 MEERA NINAN 6,167 0.15 - 6,167 0.15 -
66 MEERA PHILIP 23,441 0.55 (0.24) 33,627 0.79 -
67 MEERA MAMMEN 15,840 0.37 - 15,840 0.37 -
68 MICAH MAMMEN PARAMBI 100 0.00 - 100 0.00 -
69 NISHA SARAH MATTHEW 164 0.00 - 164 0.00 -
70 NITHYA SUSAN MATTHEW 169 0.00 - 169 0.00 -
71 OMANA MAMMEN 4,703 0.11 - 4,703 0.11 -
72 PENINSULAR INVESTMENTS PRIVATE LIMITED 124,367 2.93 - 124,367 2.93 -
73 PETER K PHILIPS 240 0.01 (0.05) 2,341 0.06 -
74 PETER PHILIP 12,538 0.30 0.24 2,352 0.06 -

166
S. Name As at 31st March, 2023 % Change during As at 31st March, 2022 % Change during
No. No. of % of total the year as No. of % of total the year as
Shares shares compared to Shares shares compared to
31st March, 2022 31st March, 2021
75 PHILIP MATHEW 11,762 0.28 - 11,762 0.28 -
76 PREMA MAMMEN MATHEW 10,881 0.26 - 10,881 0.26 -
77 PREMINDA JACOB 98 0.00 - 98 0.00 -
78 RACHEL KATTUKARAN 16,647 0.39 (0.02) 17,247 0.41 -
79 RADHIKA MARIA MAMMEN 600 0.01 - 600 0.01 -
80 RAHUL MAMMEN MAPPILLAI 4,538 0.11 - 4,538 0.11 -
81 RAMANI JOSEPH 2,509 0.06 - 2,509 0.06 -
82 RANJEET JACOB 28 0.00 - 28 0.00 0.00
83 REENU ZACHARIAH 517 0.01 - 517 0.01 -
84 RIYAD MATHEW 4,520 0.11 - 4,520 0.11 -
85 ROHAN MATHEW MAMMEN 1,635 0.04 - 1,635 0.04 -
86 ROSHIN VARGHESE 6,679 0.16 - 6,679 0.16 -
87 ROY MAMMEN 12,439 0.29 (0.01) 12,894 0.30 -
88 SAMIR THARIYAN MAPPILLAI 4,470 0.11 - 4,470 0.11 -
89 SARA KURIYAN 1,880 0.04 - 1,880 0.04 -
90 SARAH CHERIAN TRUST 4,950 0.12 - 4,950 0.12 -
91 SARAH THOMAS 12,433 0.29 (0.01) 12,608 0.30 (0.00)
92 SARASU JACOB 13,984 0.33 (0.00) 14,114 0.33 (0.00)
93 SHANTA MAMMEN 4,938 0.12 - 4,938 0.12 -
94 SHILPA MAMMEN 4,412 0.10 - 4,412 0.10 -
95 SHIRIN MAMMEN 1,450 0.03 - 1,450 0.03 -
96 SHONA BHOJNAGARWALA 50 0.00 - 50 0.00 -
97 SHREYA JOSEPH 5,120 0.12 - 5,120 0.12 -
98 SOMA PHILIPS - - - - - (0.05)
99 STABLE INVESTMENTS AND FINANCE COMPANY LTD. 3,964 0.09 - 3,964 0.09 -
100 SUSAN ABRAHAM 68 0.00 - 68 0.00 -
101 SUSAN KURIAN 9,137 0.22 - 9,137 0.22 -
102 SUSY THOMAS 5,278 0.12 - 5,278 0.12 -
103 TARA JOSEPH 3,150 0.07 - 3,150 0.07 -
104 THANGAM MAMMEN 5,981 0.14 - 5,981 0.14 -
105 THE MALAYALA MANORAMA COMPANY LIMITED 6,109 0.14 - 6,109 0.14 -
106 USHA EAPEN GEORGE 1,210 0.03 (0.00) 1,220 0.03 -
107 VARUN MAMMEN 8,706 0.21 - 8,706 0.21 -
108 VIKRAM KURUVILLA 109 0.00 - 109 0.00 -
109 ZACHARIAH KURIYAN 3,411 0.08 - 3,411 0.08 -
Total 1,180,831 1,185,320
Note : Figures in brackets represents reduction in percentage change as compared to previous period.

167
MRF LIMITED, CHENNAI
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2023 (` Crores)
Year ended 31.03.2023 Year ended 31.03.2022
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE TAX 1069.74 907.93
Adjustment for :
Depreciation 1253.05 1205.05
Unrealised Exchange (Gain) / Loss (1.75) (0.32)
Provision for Impairment of Assets (other than Financial Assets) - 7.10
Impairment of Financial Assets 0.36 0.42
Finance Cost 319.00 253.80
Government Grant Accrued (1.35) (0.99)
Interest Income (105.83) (100.49)
Dividend Income (0.03) (0.06)
Loss / (Gain) on Sale / Disposal of Property, Plant and Equipment 7.51 2.20
Fair Value changes in Investments (105.31) (155.49)
Fair Value changes in Financial Instruments 13.34 32.23
Loss / (Gain) on Sale of Investments (1.19) (7.38)
Bad debts written off - 1377.80 0.21 1236.28
OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES 2447.54 2144.21
Trade receivables (171.56) (187.60)
Other receivables 49.82 (102.97)
Inventories - Finished Goods (365.72) (785.57)
Inventories - Raw materials and Others 354.34 (405.29)
Trade Payable
- Supplier Finance - (983.40)
- Import acceptance and Others 379.72 (266.45)
Provisions 39.83 2.38
Other liabilities 349.27 635.70 220.14 (2,508.76)
CASH GENERATED FROM OPERATIONS 3083.24 (364.55)
Direct Taxes paid (327.77) (213.46)
NET CASH FROM OPERATING ACTIVITIES 2755.47 (578.01)

168
MRF LIMITED, CHENNAI
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2023 (Contd.) (` Crores)
Year ended 31.03.2023 Year ended 31.03.2022
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (3291.24) (1707.01)
Proceeds from sale of Property, Plant and Equipment 1.18 2.37
Purchase of Investments (135.99) (649.97)
Proceeds from sale of Investments 787.19 3033.02
Fixed Deposits Others - Proceeds / (Placed) 600.00 (600.00)
Fixed Deposits with Banks - Proceeds / (Placed) - (0.41)
Loans (Financial assets) repaid / (given) (0.72) 1.19
Interest Income 116.08 88.38
Dividend income 0.03 0.06
NET CASH USED IN INVESTING ACTIVITIES (1923.47) 167.63
C. CASH FLOW FROM FINANCING ACTIVITIES
(Repayments) / Proceeds from Working Capital Facilities (Net) (254.53) 785.94
Proceeds from Term Loans - 299.99
Proceeds from SIPCOT Loan 7.76 -
Repayments of Term Loans (288.59) (86.00)
(Repayments) / Proceeds of Debentures 150.00 (180.00)
Government Grant Accrued 1.35 0.99
Deferred payment Credit (0.78) (0.68)
Payment of Lease Liability (121.30) (96.78)
Interest paid (269.83) (236.10)
Dividend (63.62) (63.62)
NET CASH FROM FINANCING ACTIVITIES (839.54) 423.74
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (7.54) 13.36
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR Refer Note 9 254.39 239.93
Unrealised Gain / (Loss) on Foreign currency Cash & Cash equivalents 1.66 1.10
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR Refer Note 9 248.51 254.39
Notes 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 JACOB KURIAN V SRIDHAR K M MAMMEN
Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

169
NOTE 1 – BASIS OF CONSOLIDATION AND SIGNIFICANT y Power over the investee (i.e. existing rights that give it the
ACCOUNTING POLICIES UNDER IND AS current ability to direct the relevant activities of the investee),
A) General Information: y Exposure, or rights, to variable returns from its involvement
with the investee, and
The Consolidated Financial Statements comprise Financial
y The ability to use its power over the investee to affect its returns.
Statements of MRF Limited (the Holding Company) and its
Subsidiaries (collectively, the Group) for the year ended 31st March Generally, there is a presumption that a majority of voting rights
2023. result in control. To support this presumption and when the Holding
Company has less than a majority of the voting or similar rights of
The Group, except for MRF Corp Ltd., a subsidiary company, is an investee, the Holding Company considers all relevant facts and
engaged interalia in the manufacture of Rubber Products such as circumstances in assessing whether it has power over an investee,
Tyres, Tubes, Flaps, Tread Rubber and dealing in rubber. MRF Corp including:
Ltd., is engaged in the manufacture of specialty coatings.
y The contractual arrangement with the other vote holders of
B) Principles of Consolidation: the investee
The Consolidated Financial Statements comprise of the Financial y Rights arising from other contractual arrangements
Statements of the Holding Company and the following Subsidiaries
y The Holding Company’s voting rights and potential voting
as on 31st March 2023:
rights
Name Country of Proportion Financial Accounting y The size of the Holding Company’s holding of voting rights
incorporation of ownership Statement Period covered relative to the size and dispersion of the holdings of the other
interest as on for consolidation voting rights holders
MRF Corp India 100% March 31, 1st April 2022 – The Holding Company re-assesses whether or not it controls an
Ltd. 2023 31st March 2023 investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of
MRF India 94.66% March 31, 1st April 2022 – a Subsidiary begins when the Holding Company obtains control
International 2023 31st March 2023 over the Subsidiary and ceases when the Holding Company loses
Ltd. control of the Subsidiary. Assets, liabilities, income and expenses of
MRF Lanka Sri Lanka 100% March 31, 1st April 2022 – a Subsidiary acquired or disposed of during the year are included
Pvt. Ltd. 2023 31st March 2023 in the Consolidated Financial Statements from the date the Holding
Company gains control until the date the Holding Company ceases
MRF SG PTE Singapore 100% March 31, 1st April 2022 –
to control the Subsidiary.
LTD. 2023 31st March 2023
Consolidated Financial Statements are prepared using uniform
The Consolidated Financial Statements comprise the Financial
accounting policies for like transactions and other events in similar
Statements of the Holding Company and its Subsidiaries as at
circumstances. If a member of the group uses accounting policies
31st March 2023. Control is achieved when the Holding Company
other than those adopted in the Consolidated Financial Statements
is exposed, or has rights, to variable returns from its involvement
for like transactions and events in similar circumstances, appropriate
with the investee and has the ability to affect those returns through
adjustments, if material, are made to that group’s Financial
its power over the investee. Specifically, the Holding Company
Statements in preparing the Consolidated Financial Statements to
controls an investee if and only if the Holding Company has:
ensure conformity with the group’s accounting policies.

170
The Financial Statements of all entities used for the purpose of y Recognises the fair value of any investment retained
consolidation are drawn up to same reporting date as that of the y Recognises any surplus or deficit in profit or loss
parent Holding Company, i.e., year ended on 31 March.
y Reclassifies the Holding Company’s share of components
Consolidation procedure: previously recognised in OCI to profit or loss or retained
a) Combine like items of assets, liabilities, equity, income, earnings, as appropriate, as would be required if the Holding
expenses and cash flows of the Holding Company with those Company had directly disposed of the related assets or
of its Subsidiaries. liabilities
b) Offset (eliminate) the carrying amount of the Holding C) Basis of preparation of Financial Statements
Company’s investment in each Subsidiary and the Holding The principal accounting policies applied in the preparation of these
Company’s portion of equity of each Subsidiary. Consolidated Financial Statements are set out below. These policies
c) Eliminate in full intragroup assets and liabilities, equity, have been consistently applied to all the years presented.
income, expenses and cash flows relating to transactions i. Statement of Compliance
between entities of the group (profits or losses resulting from
intragroup transactions that are recognised in assets, such as The Consolidated Financial Statements have been prepared in
inventory and Property, Plant and Equipment, are eliminated accordance with IND AS as prescribed under Section 133 of
in full). Intragroup losses may indicate an impairment that the Companies Act, 2013 read with Rule 3 of the Companies
requires recognition in the Consolidated Financial Statements. (Indian Accounting Standards) Rules, 2015 and subsequent
Ind AS 12 Income Taxes applies to temporary differences that amendments thereto.
arise from the elimination of profits and losses resulting from ii. Basis of preparation and presentation
intragroup transactions.
The Consolidated Financial Statements have been prepared
Profit or loss and each component of other comprehensive income on historical cost basis considering the applicable provisions
(OCI) are attributed to the equity holders of the Holding Company of Companies Act, 2013, except for the following items that
of the Group and to the non-controlling interests, even if this have been measured at fair value as required by relevant IND
results in the non-controlling interests having a deficit balance. AS. Historical cost is generally based on the fair value of the
When necessary, adjustments are made to the Financial Statements consideration given in exchange for goods and services.
of Subsidiaries to bring their accounting policies in line with the
a) Certain financial assets/liabilities measured at fair value
Holding Company’s accounting policies.
(Refer Note 1 (D 20)) and
A change in the ownership interest of a subsidiary, without a loss
b) Any other item as specifically stated in the accounting
of control, is accounted for as an equity transaction. If the Holding
policy.
Company loses control over a Subsidiary, it:
The Consolidated Financial Statement are presented in
y Derecognises the assets (including goodwill) and liabilities of
INR and all values are rounded off to Rupees Crores
the Subsidiary
unless otherwise stated.
y Derecognises the carrying amount of any non-controlling
interests The group reclassifies comparative amounts, unless
impracticable and whenever the group changes the
y Derecognises the cumulative translation differences recorded presentation or classification of items in its Financial
in equity Statements materially. No such material reclassification
y Recognises the fair value of the consideration received has been made during the year.

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 The Consolidated Financial Statements of the Group for to disposal. For calculating value in use the Group is required
the year ended 31st March, 2023 were authorised for to estimate the cash flows to be generated from using the
issue in accordance with a resolution of the directors on asset. The fair value of an asset is estimated using a valuation
3rd May, 2023. technique where observable prices are not available. Further,
iii. Major Sources of Estimation Uncertainty the discount rate used in value in use calculations includes an
estimate of risk assessment specific to the asset. (Refer Note 1
In the application of accounting policy which are described in (D 4))
para (D) below, the management is required to make judgment,
estimates and assumptions about the carrying amount of assets Impairment of Financial Assets:
and liabilities, income and expenses, contingent liabilities and The Group impairs financial assets other than those measured
the accompanying disclosures that are not readily apparent at fair value through profit or loss or designated at fair value
from other sources. The estimates and associated assumptions through other comprehensive income on expected credit
are based on historical experience and other factors that are losses. The estimation of expected credit loss includes the
considered to be relevant and are prudent and reasonable. estimation of probability of default (PD), loss given default
Actual results may differ from those estimates. The estimates
(LGD) and the exposure at default (EAD). Estimation of
and underlying assumptions are reviewed on ongoing basis.
probability of default apart from involving trend analysis of
Revisions to accounting estimates are recognised in the period
past delinquency rates include an estimation on forward-
in which the estimates are revised if the revision affects only
looking information relating to not only the counterparty but
that period or in the period of revision and future periods if the
also relating to the industry and the economy as a whole.
revision affects both current and future period.
The probability of default is estimated for the entire life of
The few critical estimations and judgments made in applying the contract by estimating the cash flows that are likely to
accounting policies are: be received in default scenario. The lifetime PD is reduced
to 12 months PD based on an assessment of past history of
Property, Plant and Equipment: default cases in 12 months. Further, the loss given default is
Useful life of Property, Plant and Equipment and Intangible calculated based on an estimate of the value of the security
Assets are as specified in Schedule II to the Companies Act, recoverable as on the reporting date. The exposure at default is
2013 and on certain assets based on technical advice which the amount outstanding at the balance sheet date. (Refer Note
considered the nature of the asset, the usage of the asset, 1 (D 21(a)))
expected physical wear and tear, the operating conditions of
Defined Benefit Plans:
the asset, anticipated technological changes, manufacturers
warranties and maintenance support. The Group reviews the The cost of the defined benefit plan and other post-
useful life of Property, Plant and Equipment at the end of each employment benefits and the present value of such obligations
reporting period. This reassessment may result in change in are determined using actuarial valuations. An actuarial
depreciation charge in future periods. (Refer Note 1 (D 1)) valuation involves making various assumptions that may
Impairment of Non-financial Assets: differ from actual developments in the future. These include
the determination of the discount rate, future salary increases,
For calculating the recoverable amount of non-financial mortality rates and attrition rate. Due to the complexities
assets, the Group is required to estimate the value-in-use of the involved in the valuation and its long-term nature, a defined
asset or the Cash Generating Unit and the fair value less costs benefit obligation is highly sensitive to changes in these

172
 assumptions. All assumptions are reviewed at each reporting Leases
date.
Ind AS 116 requires lessees to determine the lease term as the
Fair Value Measurement of Financial Instruments: non-cancellable period of a lease adjusted with any option
to extend or terminate the lease, if the use of such option is
When the fair values of financial assets and financial liabilities reasonably certain. The Group makes an assessment on the
recorded in the balance sheet cannot be measured based on expected lease term on a lease-by-lease basis and thereby
quoted prices in active markets, their fair value is measured assesses whether it is reasonably certain that any options
using valuation techniques including the Discounted Cash to extend or terminate the contract will be exercised. In
Flow (DCF) model. The inputs to these models are taken from evaluating the lease term, the Group considers factors such as
observable markets where possible, but where this is not any significant leasehold improvements undertaken over the
feasible, a degree of judgement is required in establishing fair lease term, costs relating to the termination of the lease and
values. Judgments include considerations of inputs such as the importance of the underlying asset to Group’s operations
liquidity risk, credit risk and volatility. Changes in assumptions taking into account the location of the underlying asset and
about these factors could affect the reported fair value of the availability of suitable alternatives. The lease term in future
financial instruments. (Refer Note 1 (D 20)) periods is reassessed to ensure that the lease term reflects the
Income Taxes current economic circumstances. (Refer Note 1 (D 6))

Significant judgments are involved in determining the Allowance for credit losses on receivables:
provision for income taxes, including amount expected to The Group determines the allowance for credit losses based
be paid/recovered for uncertain tax positions. (Refer Note 1 on historical loss experience adjusted to reflect current and
(D 17)) estimated future economic conditions. The Group considered
In assessing the realizability of deferred income tax assets, current and anticipated future economic conditions relating
to industries the Group deals with and the countries where
management considers whether some portion or all of the
it operates. In calculating expected credit loss, the Group
deferred income tax assets will not be realized. The ultimate
has also considered credit reports and other related credit
realization of deferred income tax assets is dependent upon
information for its customers to estimate the probability of
the generation of future taxable income during the periods
default in future.
in which the temporary differences become deductible.
Management considers the scheduled reversals of deferred D) Summary of Significant Accounting Policies:
income tax liabilities, projected future taxable income and tax
planning strategies in making this assessment. Based on the 1) Property, Plant and Equipment (PPE)
level of historical taxable income and projections for future The Group has elected to continue with the carrying value
taxable income over the periods in which the deferred income of Property, Plant and Equipment (‘PPE’) recognised as of the
tax assets are deductible, management believes that the transition date, measured as per the Previous GAAP and use
group will realize the benefits of those deductible differences. that carrying value as its deemed cost of the PPE.
The amount of the deferred income tax assets considered
realizable, however, could be reduced in the near term if Property, Plant and Equipment are stated at cost less
estimates of future taxable income during the carry forward accumulated depreciation and accumulated impairment
period are reduced. losses except for freehold land which is not amortised. Cost
includes purchase price after deducting trade discount /

173
 rebate, import duties, non-refundable taxes, cost of replacing Description of the Asset Estimated Useful life
the component parts, borrowing costs (Refer Note D15) and (On Single shift working)
other costs that are directly attributable and necessary to bring
Tangible (Owned Assets) :
the asset to its working condition in the manner intended
by the management, and the initial estimates of the cost of Building – Factory 30 Years
dismantling /removing the item and restoring the site on which – Other than factory buildings 60 Years
it is located. Plant and Equipment 5-21 Years
Moulds 6 Years
Spare parts procured along with the Plant and Equipment
or subsequently which has a useful life of more than 1 Furniture and Fixtures 5 Years
year and considering the concept of materiality evaluated Computer Servers 5 Years
by management are capitalised and added to the carrying Computers 3 Years
amount of such items. The carrying amounts of items of PPE Office Equipment 5 Years
and spare parts that are replaced is derecognised when no Other Assets, viz., Electrical Fittings, Fire 10 Years
future economic benefits are expected from their use or upon Fighting/Other Equipments and Canteen
disposal. Other machinery spares are treated as ‘stores and Utensils
spares’ forming part of the inventory. If the cost of the replaced
Renewable Energy Saving Device – Windmills 22 Years
part is not available, the estimated cost of similar new parts is
used as an indication of what the cost of the existing part was Vehicles 5 Years
when the item was acquired. Aircraft 10 and 20 Years
Right of Use Assets (Leased Assets) :
An item of PPE is derecognised on disposal or when no future
- Buildings-Other than factory buildings 1-21 Years
economic benefits are expected from use or disposal. Any gain
or loss arising on derecognition of an item of property, plant - Vehicles 2 Years
and equipment is determined as the difference between the - Land – Leasehold Primary period of lease
net disposal proceeds and the carrying amount of the asset Intangible (Owned Assets):
and is recognised in Statement of Profit and Loss when asset is Software 5 Years
derecognised
Depreciation on the Property, Plant and Equipment, is
The depreciable amount of an asset is determined after provided over the useful life of assets based on management
deducting its residual value. Where the residual value of an estimates which is generally in line with the useful life
asset increases to an amount equal to or greater than the indicated in Schedule II to the Companies Act, 2013.
asset’s carrying amount, no depreciation charge is recognised Depreciation on all assets except Renewable Energy
till the asset’s residual value decreases below the asset’s Saving Devices is provided on straight line basis whereas
carrying amount. Depreciation of an asset begins when it is depreciation on renewable energy saving devices is
available for use, i.e., when it is in the location and condition provided on reducing balance basis. Plant and Machinery,
necessary for it to be capable of operating in the intended Moulds, Vehicles, Furniture and Fixtures and Computer
manner. Depreciation of an asset ceases at the earlier of the Servers are depreciated based on management estimate
date that the asset is classified as held for sale and the date of the useful life of the assets, and is after considering
when the asset is derecognised. the nature of the asset, the usage of the asset, expected

174
 physical wear and tear, the operating conditions of the are recognised in the Consolidated statement of profit and loss
asset, anticipated technological changes, manufacturers when the asset is derecognised.
warranties and maintenance support.
Intangible Assets are amortised over 5 years on straight-line
Depreciation on property, plant and equipment added/ method over the estimated useful economic life of the assets.
disposed off during the year is provided on pro rata basis with The group undertakes Research and Development activities for
reference to the date of addition/disposal. development of new and improved products. All expenditure
The assets’ residual values, useful lives and methods of incurred during Research and Development are analysed into
depreciation are reviewed at each financial year end and research phase and development phase. The group recognises
adjusted prospectively, if appropriate. all expenditure incurred during the research phase in the profit
or loss whereas the expenditure incurred in development
Further, the Group has identified and determined separate
phase are presented as Intangible Assets under Development
useful life for each major component of Property, Plant and
till the time they are available for use in the manner intended
Equipment, if they are materially different from that of the
at which moment they are treated as Intangible Assets and
remaining assets, for providing depreciation in compliance
amortised over their estimated useful life.
with Schedule II of the Companies Act, 2013.
3) Assets held for Sale:
In respect of Property, Plant & Equipment of MRF Lanka Pvt.
Ltd. and MRF SG PTE Ltd. depreciation is provided on straight Non-current assets are classified as held for sale if their
line method based on management estimate of useful life carrying amount is intended to be recovered principally
of assets based on internal technical evaluation, except for through sale rather than through continuing use. The condition
certain Property, Plant and Equipment namely Building, Plant for classification of held for sale is met when the non-current
and Machinery, Moulds and Equipments of MRF Lanka Pvt asset is available for immediate sale and the same is highly
Ltd, which are depreciated on Written Down Value method. probable of being completed within one year from the date
The proportion of depreciation of the Subsidiaries to the total of classification as held for sale. Non-current assets held for
depreciation of the group is not material. sale are measured at the lower of carrying amount and fair
value less cost to sell. Non-current assets that ceases to be
2) Intangible Assets: classified as held for sale shall be measured at the lower of
Intangible assets acquired separately are measured on initial carrying amount before the non-current asset was classified as
recognition at cost. After initial recognition, intangible assets held for sale adjusted for any depreciation/amortization and
are carried at cost less any accumulated amortisation and its recoverable amount at the date when it no longer meets the
accumulated impairment losses. “Held for Sale” criteria.
Software (not being an integral part of the related hardware) 4) Impairment of tangible (PPE) and intangible assets:
acquired for internal use are treated as intangible assets. At the end of each reporting period, the Group reviews the
An item of Intangible asset is derecognised on disposal or carrying amounts of its PPE and other intangible assets to
when no future economic benefits are expected from its use determine whether there is any indication that these assets
or disposal. Any profit or loss arising from derecognition of an have suffered an impairment loss. If any such indication exists,
intangible asset are measured as the difference between the the recoverable amount of the asset is estimated in order to
net disposal proceeds and the carrying amount of the asset and determine the extent of the impairment loss. Where it is not
possible to estimate the recoverable amount of an individual

175
 asset, the Group estimates the recoverable amount of the cash- Traded goods includes cost of purchase and other costs
generating unit (CGU) to which the asset belongs. When the incurred in bringing the inventories to their present location
carrying amount of an asset or CGU exceeds its recoverable and condition.
amount, the asset is considered impaired and is written down
Net realisable value is the estimated selling price in the
to its recoverable amount. The resulting impairment loss is
ordinary course of business, less estimated cost of completion
recognised in the Consolidated statement of profit and loss.
and estimated cost necessary to make the sale.
Recoverable amount is the higher of fair value less costs
Inventory obsolescence is based on assessment of the future
of disposal and value in use. In assessing value in use, the
uses. Obsolete and slow-moving items are subjected to
estimated future cash flows are discounted to their present
continuous technical monitoring and are valued at lower of
value using a pre-tax discount rate that reflects current market
cost and estimated net realisable value. When Inventories
assessments of the time value of money and the risks specific
are sold, the carrying amount of those items are recognized
to the asset. In determining fair value less costs of disposal,
as expenses in the period in which the related revenue is
recent market transactions are taken into account. If no such
recognized.
transactions can be identified, an appropriate valuation model
is used. 6) Leases:
Where an impairment loss subsequently reverses, the carrying The Group has applied Ind AS 116 using the modified
amount of the asset or CGU is increased to the revised estimate retrospective approach.
of its recoverable amount, but so that the increased carrying The Group as a lessee
amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised for The Group’s lease asset classes primarily consist of leases for
the asset or CGU in prior years. A reversal of an impairment land, buildings and vehicles. The Group assesses whether a
loss is recognised in the Consolidated statement of profit and contract contains a lease, at inception of a contract. A contract
loss. is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in
5) Inventories: exchange for consideration. To assess whether a contract
Inventories consisting of stores and spares, raw materials, conveys the right to control the use of an identified asset, the
work in progress, stock in trade and finished goods are valued Group assesses whether: (i) the contract involves the use of
at lower of cost and net realisable value. However, materials an identified asset (ii) the Group has substantially all of the
held for use in production of inventories are not written down economic benefits from use of the asset through the period of
below cost, if the finished products are expected to be sold the lease and (iii) the Group has the right to direct the use of
at or above cost. The cost is computed on FIFO basis except the asset.
for stores and spares which are on daily moving Weighted At the date of commencement of the lease, the Group recognizes
Average Cost basis and is net of input tax credits under various a right-of-use asset (“ROU”) and a corresponding lease liability
tax laws. for all lease arrangements in which it is a lessee, except for leases
Goods and materials in transit include materials, duties and with a term of twelve months or less (short-term leases) and
taxes (other than those subsequently recoverable from tax low value leases. For these short-term and low value leases, the
authorities) labour cost and other related overheads incurred in Group recognizes the lease payments as an operating expense
bringing the inventories to their present location and condition. on a straight-line basis over the term of the lease.

176
 Certain lease arrangements include the options to extend or lessee, the contract is classified as a finance lease. All other
terminate the lease before the end of the lease term. ROU leases are classified as operating leases.
assets and lease liabilities includes these options when it is
When the Group is an intermediate lessor, it accounts for
reasonably certain that they will be exercised.
its interests in the head lease and the sublease separately.
The right-of-use assets are initially recognized at cost, which The sublease is classified as a finance or operating lease by
comprises the initial amount of the lease liability adjusted for reference to the right-of-use asset arising from the head lease.
any lease payments made at or prior to the commencement
For operating leases, rental income is recognized on a straight-
date of the lease plus any initial direct costs less any lease
line basis over the term of the relevant lease.
incentives. They are subsequently measured at cost less
accumulated depreciation and impairment losses. 7) Government Grants:
Right-of-use assets are depreciated from the commencement Grants and subsidies from the government are recognised
date on a straight-line basis over the shorter of the lease term when there is reasonable assurance that (i) the group will
and useful life of the underlying asset. Right of use assets are comply with the conditions attached to them, and (ii) the
evaluated for recoverability whenever events or changes in grant/subsidy will be received.
circumstances indicate that their carrying amounts may not When the grant or subsidy relates to revenue, it is recognised
be recoverable. For the purpose of impairment testing, the as income on a systematic basis in the Consolidated Statement
recoverable amount (i.e. the higher of the fair value less cost to of Profit and Loss over the periods necessary to match them
sell and the value-in-use) is determined on an individual asset with the related costs, which they are intended to compensate.
basis unless the asset does not generate cash flows that are Where the grant relates to an asset, it is recognised as income in
largely independent of those from other assets. In such cases, equal amounts over the expected useful life of the related asset
the recoverable amount is determined for the Cash Generating or by deducting the grant in arriving at the carrying amount of
Unit (CGU) to which the asset belongs. the assets. Where the assets have been fully depreciated with
The lease liability is initially measured at amortized cost at the no future related cost, the grant is recognised in profit or loss.
present value of the future lease payments. The lease payments When loans or similar assistance are provided by governments
are discounted using the interest rate implicit in the lease or, or related institutions, with an interest rate below the current
if not readily determinable, using the incremental borrowing applicable market rate, the effect of this favourable interest
rates in the country of domicile of these leases. Lease liabilities is regarded as a government grant. The loan or assistance
are remeasured with a corresponding adjustment to the related is initially recognised and measured at fair value and the
right of use asset if the Group changes its assessment if whether government grant is measured as the difference between the
it will exercise an extension or a termination option. initial carrying value of the loan and the proceeds received.
Lease liability and ROU asset have been separately presented The loan is subsequently measured as per the accounting
in the Balance Sheet and lease payments have been classified policy applicable to financial liabilities in respect of loans/
as financing cash flows. assistance received subsequent to the date of transition.
The Group as a lessor 8) Provisions, Contingent Liabilities and Contingent Assets:
Leases for which the Group is a lessor is classified as a finance Provisions are recognised when there is a present legal
or operating lease. Whenever the terms of the lease transfer or constructive obligation as a result of a past event and it
substantially all the risks and rewards of ownership to the is probable (i.e. more likely than not) that an outflow of

177
 resources embodying economic benefits will be required to functional currency are recognised at the rates of exchange
settle the obligation and a reliable estimate can be made of prevailing at the dates of the transactions. At the end of each
the amount of the obligation. Such provisions are determined reporting period, monetary items denominated in foreign
based on management estimate of the amount required to currencies are translated at the rates prevailing at that date.
settle the obligation at the balance sheet date. When the Non-monetary items denominated in foreign currency are
Group expects some or all of a provision to be reimbursed, the reported at the exchange rate ruling on the date of transaction.
reimbursement is recognised as a standalone asset only when On consolidation, the assets and liabilities of foreign
the reimbursement is virtually certain. operations are translated into INR at the exchange rate
If the effect of the time value of money is material, provisions prevailing at the reporting date and their statement of profit
are discounted using a current pre-tax rate that reflects, and loss are translated at the exchange rate prevailing on the
the risks specific to the liability. When discounting is used, date of transactions. For practical reasons, the group uses an
the increase in the provision due to the passage of time is average rate to translate income and expense items, if they
recognised as a finance cost. average rate approximates the exchange rates at the dates
of the transactions. The exchange differences arising on the
Present obligations arising under onerous contracts are translation for consolidation are recognised in consolidated
recognised and measured as provisions. An onerous statement of OCI. On disposal of foreign operation, the
contract is considered to exist when a contract under relevant component of OCI is reclassified to consolidated
which the unavoidable costs of meeting the obligations statement of profit and loss.
exceed the economic benefits expected to be received
from it. Unavoidable cost are determined based on cost 10) Share Capital and Securities Premium:
that are directly attributable to having and executing the Ordinary shares are classified as equity, incremental costs
contracts. directly attributable to the issue of new shares are shown in
Contingent liabilities are disclosed on the basis of judgment equity as a deduction net of tax from the proceeds. Par value
of management / independent experts. These are reviewed at of the equity share is recorded as share capital and the amount
each balance sheet date and are adjusted to reflect the current received in excess of the par value is classified as securities
management estimate. premium.
Provisions for warranty-related costs are recognized when the 11) Dividend Distribution to Equity Shareholders:
product is sold to the customer. Initial recognition is based on The Group recognizes a liability to make cash distributions
scientific basis as per past trends of such claims. The initial to equity holders when the distribution is authorized and
estimate of warranty-related costs is revised annually. the distribution is no longer at the discretion of the group.
Contingent Assets are not recognized, however, disclosed A distribution is authorized when it is approved by the
in financial statement when inflow of economic benefits is shareholders. A corresponding amount is recognized directly
probable. in other equity along with any tax thereon.
9) Foreign Currency Transactions: 12) Cash Flows and Cash and Cash Equivalents:

The Financial Statements of Group are presented in INR, which Statement of cash flows is prepared in accordance with
is also the functional currency. In preparing the Financial the indirect method prescribed in the relevant IND AS. For
Statements, transactions in currencies other than the entity’s the purpose of presentation in the statement of cash flows,

178
 cash and cash equivalents includes cash on hand, cheques Revenue in excess of invoicing are classified as contract assets
and drafts on hand, deposits held with Banks, other short- while invoicing in excess of revenues are classified as contract
term, highly liquid investments with original maturities of liabilities.
three months or less that are readily convertible to known
The Holding Company provides warranties for general
amounts of cash and which are subject to an insignificant
repairs and does not provide extended warranties or
risk of changes in value, and book overdrafts. However,
maintenance services in its contracts with customers and
Book overdrafts are to be shown within borrowings in
are assurance type warranties. Claims preferred during the
current liabilities in the balance sheet for the purpose of
year against such obligations are netted off from revenue,
presentation.
consistent with its current practice. Provision for warranties
13) Revenue Recognition: is made for probable future claims on sales effected and
are estimated based on previous claim experience and
The Group derives revenues primarily from sale of goods
are accounted for under Ind AS 37 Provisions, Contingent
comprising of Automobile Tyres, Tubes, Flaps, Tread Rubber,
Liabilities and Contingent Assets, consistent with its current
Speciality Coatings and dealing in rubber.
practice.
The following is a summary of significant accounting policies
Use of significant judgments in revenue recognition:
related to revenue recognition:
y Judgment is also required to determine the transaction
Revenue is recognised upon transfer of control of promised
price for the contract. The transaction price could
products or services to customers in an amount that reflects
be either a fixed amount of consideration or variable
the consideration the Group expects to receive in exchange
consideration with elements such as turnover/product/
for those products or services.
prompt payment discounts. Any consideration payable
Revenue from the sale of goods is recognised at the point in to the customer is adjusted to the transaction price,
time when control is transferred to the customer. unless it is a payment for a distinct product or service
from the customer. The estimated amount of variable
Revenue towards satisfaction of a performance obligation is
consideration is adjusted in the transaction price only
measured at the amount of transaction price (net of variable
to the extent that it is highly probable that a significant
consideration) allocated to that performance obligation. The
reversal in the amount of cumulative revenue recognised
transaction price of goods sold and services rendered is net of
will not occur and is reassessed at the end of each
variable consideration on account of turnover/product/prompt
reporting period.
payment discounts and schemes offered by the Group as part
of the contract with the customers. When the level of discount y The Group exercises judgement in determining whether
varies with increase in levels of revenue transactions, the Group the performance obligation is satisfied at a point in
recognises the liability based on its estimate of the customer’s time or over a period of time. The Group considers
future purchases. If it is probable that the criteria for the discount indicators such as how customer consumes benefits
will not be met, or if the amount thereof cannot be estimated as services are rendered or who controls the asset as
reliably, then discount is not recognised until the payment is it is being created or existence of enforceable right to
probable and the amount can be estimated reliably. The Group payment for performance to date and alternate use of
recognises changes in the estimated amounts of obligations for such product or service, transfer of significant risks and
discounts in the period in which the change occurs. Revenue rewards to the customer, acceptance of delivery by the
also excludes taxes collected from customers. customer.

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 14) Other Income: wages, short-term compensated absences, performance
incentives etc., are recognized during the period in
Dividend Income
which the employee renders related services and are
Dividend Income is accounted for when the right to receive measured at undiscounted amount expected to be paid
the same is established, which is generally when shareholders when the liabilities are settled.
approve the dividend.
b) Long Term Employee Benefits:
Interest Income
The cost of providing long term employee benefit
Interest Income on financial assets measured at amortised cost such as earned leave is measured as the present value
is recognised on a time-proportion basis using the effective of expected future payments to be made in respect of
interest method. services provided by employees upto the end of the
15) Borrowing Costs reporting period. The expected costs of the benefit
Borrowing cost includes interest, commitment charges, is accrued over the period of employment using the
brokerage, underwriting costs, discounts / premiums, financing same methodology as used for defined benefits post
charges, exchange difference to the extent they are regarded employment plans. Actuarial gains and losses arising
as interest costs and all ancillary / incidental costs incurred in from the experience adjustments and changes in
connection with the arrangement of borrowing. actuarial assumptions are charged or credited to the
Consolidated statement of profit and loss in which they
Borrowing costs which are directly attributable to acquisition arise except those included in cost of assets as permitted.
/ construction of qualifying assets that necessarily takes a The benefit is valued annually by independent actuary.
substantial period of time to get ready for its intended use are
capitalized as a part of cost pertaining to those assets. All other c) Post Employment Benefits:
borrowing costs are recognised as expense in the period in The Group provides the following post employment
which they are incurred. benefits:
The capitalisation of borrowing costs commences when the i) Defined benefit plans such as gratuity, trust
group incurs expenditure for the asset, incurs borrowing managed Provident Fund and post-retirement
cost and undertakes activities that are necessary to prepare medical benefit (PRMB); and
the asset for its intended use or sale. The capitalisation ii) Defined contributions plans such as provident
of borrowing costs is suspended during extended periods fund, pension fund and superannuation fund.
in which active development of a qualifying asset is
suspended. The capitalisation of borrowing costs ceases d) Defined Benefits Plans:
when substantially all the activities necessary to prepare The cost of providing benefits on account of gratuity
the qualifying asset for its intended use or sale are and post retirement medical benefits / obligations are
complete. determined using the projected unit credit method on
16) Employee Benefits: the basis of actuarial valuation made at the end of each
balance sheet date, which recognises each period of
a) Short term Employee Benefits:
service as given rise to additional unit of employees benefit
All employee benefits payable wholly within twelve entitlement and measuring each unit separately to build
months of rendering services are classified as short up the final obligation. The yearly expenses on account of
term employee benefits. Benefits such as salaries, these benefits are provided in the books of accounts.

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 The net interest cost is calculated by applying the discount e) Defined Contribution Plans
rate to the net balance of the defined benefit obligation
Payments to defined contribution retirement benefit
and the fair value of plan assets. This cost is included in
plans, viz., Provident Fund for certain eligible
employee benefit expense in the Consolidated statement
employees, Pension Fund and Superannuation
of profit and loss except those included in cost of assets as
benefits are recognized as an expense when
permitted.
employees have rendered the service entitling them
Re-measurements comprising of actuarial gains and to the contribution.
losses arising from experience adjustments and change
17) Taxes on Income:
in actuarial assumptions, the effect of change in assets
ceiling (if applicable) and the return on plan asset Income tax expense represents the sum of tax currently payable
(excluding net interest as defined above) are recognized and deferred tax. Tax is recognized in the Consolidated
in other comprehensive income (OCI) except those statement of profit and loss, except to the extent that it relates to
included in cost of assets as permitted in the period in items recognized directly in equity or in other comprehensive
which they occur. Re-measurements are not reclassified income.
to the Consolidated statement of profit and loss in a) Current Tax:
subsequent periods.
Current tax includes provision for Income Tax computed
Service cost (including current service cost, past service under normal provision of Income Tax Act. Tax on Income
cost, as well as gains and losses on curtailments and for the current period is determined on the basis of estimated
settlements) is recognized in the Consolidated statement taxable income and tax credits computed in accordance
of profit and loss except those included in cost of assets with the provisions of the relevant tax laws and based on the
as permitted in the period in which they occur. expected outcome of assessments/appeals.
Eligible employees of the Group receive benefits b) Deferred Tax:
from a provident fund trust which is a defined benefit
plan. Both the eligible employee and the Group make Deferred tax is recognised on temporary differences between
monthly contributions to the provident fund plan equal the carrying amounts of assets and liabilities in the balance
to a specified percentage of the covered employees sheet and the corresponding tax bases used in the computation
salary. The Group contributes a part of the contribution of taxable profit. Deferred tax liabilities are generally recognised
to the provident fund trusts. The trusts invests in specific for all taxable temporary differences. Deferred tax assets are
designated instruments as permitted by Indian Law. The generally recognised for all deductible temporary differences,
remaining portion is contributed to the Government unabsorbed losses and unabsorbed depreciation to the extent
Administered Pension Fund. The rate at which the that it is probable that future taxable profits will be available
annual interest is payable to the beneficiaries by the against which those deductible temporary differences,
trusts is administered by the Government. The Group has unabsorbed losses and unabsorbed depreciation can be utilised.
obligation to make good the shortfall, if any, between The carrying amount of deferred tax assets is reviewed at
the return from investments of the Trusts and the notified each balance sheet date and reduced to the extent that it is no
interest rate. However, as at the year end no shortfall longer probable that sufficient taxable profits will be available
remains unprovided for. to allow all or part of the asset to be recovered.

181
 Deferred tax assets and liabilities are measured at the tax rates b) A liability is current when:
that are expected to apply in the period in which the liability
y It is expected to be settled in the normal operating
is settled or the asset realised, based on tax rates (and tax laws)
cycle,
that have been enacted or substantively enacted by the balance
sheet date. The measurement of deferred tax liabilities and y It is held primarily for the purpose of trading,
assets reflects the tax consequences that would follow from the y It is due to be settled within twelve months after
manner in which the Group expects, at the reporting date, to the reporting period, or
recover or settle the carrying amount of its assets and liabilities. y There is no unconditional right to defer the
Deferred tax assets and liabilities are offset when there is a settlement of the liability for at least twelve months
legally enforceable right to set off current tax assets against after the reporting period.
current tax liabilities and when they relate to income taxes All other liabilities are classified as non-current.
levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net basis. c) Deferred tax assets and liabilities are classified as
non-current assets and liabilities.
The deferred tax assets (Net) and deferred tax liabilities (Net)
20) Fair value measurement:
are determined separately for the parent and each subsidiary
Group, as per their applicable laws and then aggregated. Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
18) Earnings per Share: between market participants at the measurement date,
Basic earnings per share is calculated by dividing the profit from regardless of whether that price is directly observable or
continuing operations and total profit, both attributable to equity estimated using another valuation technique. In estimating
shareholders of the Holding Company by the weighted average the fair value of an asset or a liability, the Group takes into
number of equity shares outstanding during the period. account the characteristics of asset and liability if market
participants would take those into consideration. Fair value for
19) Current versus non-current classification: measurement and / or disclosure purposes in these Financial
The Group presents assets and liabilities in the Balance Sheet Statements is determined on such basis except for Inventories,
based on current/non-current classification. Leases and value in use of non-financial assets. Normally at
initial recognition, the transaction price is the best evidence of
a) An asset is current when it is: fair value.
y Expected to be realized or intended to be sold or The fair value of an asset or a liability is measured using the
consumed in the normal operating cycle, assumptions that market participants would use when pricing
y Held primarily for the purpose of trading, the asset or liability, assuming that market participants act in
their economic best interest. A fair value measurement of a
y Expected to be realised within twelve months after
non-financial asset takes into account a market participant’s
the reporting period, or
ability to generate economic benefits by using the asset in
y Cash or cash equivalent unless restricted from its highest and best use or by selling it to another market
being exchanged or used to settle a liability for at participant that would use the asset in its highest and best use.
least twelve months after the reporting period.
The Group uses valuation techniques that are appropriate in
All other assets are classified as non-current. the circumstances and for which sufficient data are available to

182
 measure fair value, maximizing the use of relevant observable investment in units of Mutual Funds, loans/advances
inputs and minimizing the use of unobservable inputs. to employee / related parties / others, security deposit,
All financial assets and financial liabilities for which fair claims recoverable etc.
value is measured or disclosed in the Financial Statements Initial recognition and measurement
are categorized within the fair value hierarchy, described as
All financial assets are recognized initially at fair
follows, based on the lowest level input that is significant to
value plus, in the case of financial assets not recorded
the fair value measurement as a whole:
at fair value through profit or loss, transaction costs
Level 1 — Quoted (unadjusted) market prices in active markets that are attributable to the acquisition of the financial
for identical assets or liabilities. asset. However, Trade receivables that do not contain
Level 2 — Valuation techniques for which the lowest level a significant financing component are measured at
input that is significant to the fair value measurement is Transaction Price. Transaction costs of financial assets
directly or indirectly observable. carried at fair value through profit or loss are expensed
in Consolidated statement of profit and loss. Where
Level 3 — Valuation techniques for which the lowest level
transaction price is not the measure of fair value and
input that is significant to the fair value measurement is
fair value is determined using a valuation method
unobservable.
that uses data from observable market, the difference
Financial assets and financial liabilities that are recognized at between transaction price and fair value is recognized in
fair value on a recurring basis, the Group determines whether Consolidated statement of profit and loss on the date of
transfers have occurred between levels in the hierarchy by re- recognition if the fair value pertains to Level 1 or Level
assessing categorization at the end of each reporting period. 2 of the fair value hierarchy and in other cases spread
21) Financial Instruments: over life of the financial instrument using effective interest
method.
A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument Subsequent measurement
of another entity. The Group recognizes a financial asset or For purposes of subsequent measurement financial
financial liability in its balance sheet only when the entity assets are classified in three categories:
becomes party to the contractual provisions of the instrument.
y Financial assets measured at amortized cost
a) Financial Assets
y Financial assets at fair value through OCI – Debt
A financial asset inter-alia includes any asset that is cash, Instruments
equity instrument of another entity or contractual rights
y Financial assets at fair value through profit or loss
to receive cash or another financial asset or to exchange
financial asset or financial liability under condition that Financial assets measured at amortized cost
are potentially favourable to the Group. Financial assets are measured at amortized cost if the
Financial assets other than investment in Subsidiaries financial asset is held within a business model whose
objective is to hold financial assets in order to collect
Financial assets of the Group comprise trade receivable,
contractual cash flows and the contractual terms of the
cash and cash equivalents, Bank balances, Investments
in equity shares of companies other than in Subsidiaries, financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the

183
 principal amount outstanding. These financial assets are or loss also include financial assets held for trading and
amortized using the effective interest rate (EIR) method, financial assets designated upon initial recognition at fair
less impairment. Amortized cost is calculated by taking value through profit or loss. Financial assets are classified
into account any discount or premium on acquisition as held for trading if they are acquired for the purpose of
and fees or costs that are an integral part of the EIR. selling or repurchasing in the near term. Financial assets
The EIR amortization is included in finance income at fair value through profit or loss are fair valued at each
in the consolidated statement of profit and loss. The reporting date with all the changes recognized in the
losses arising from impairment are recognized in the Consolidated statement of profit and loss.
consolidated statement of profit and loss in finance costs. Derecognition
Financial assets at fair value through OCI (FVTOCI) The Group derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire,
Financial assets are mandatorily measured at fair value
or when it transfers the financial asset and substantially
through other comprehensive income if the financial
all the risks and rewards of ownership of the asset to
asset is held within a business model whose objective is another entity. If the Group neither transfers nor retains
achieved by both collecting contractual cash flows and substantially all the risks and rewards of ownership and
selling financial assets and the contractual terms of the continues to control the transferred asset, the Group
financial asset give rise on specified dates to cash flows recognizes its retained interest in the asset and an
that are solely payments of principal and interest on the associated liability for amounts it may have to pay.
principal amount outstanding.
Impairment of financial assets
At initial recognition, an irrevocable election is made
The Group assesses impairment based on expected
(on an instrument-by-instrument basis) to designate
credit loss (ECL) model on the following:
investments in equity instruments other than held for
trading purpose at FVTOCI. Fair value changes relating y Financial assets that are measured at amortised
to financial assets measured at FVTOCI are recognized cost.
in the other comprehensive income (OCI). However, the y Financial assets (excluding equity instruments)
Group recognizes interest income, impairment losses and measured at fair value through other comprehensive
reversals and foreign exchange gain or loss in the income income (FVTOCI).
statement. On derecognition of the financial asset other ECL is measured through a loss allowance on
than equity instruments, cumulative gain or loss previously a following basis after considering the value of
recognised in OCI is reclassified to Profit or Loss. recoverable security:-
Financial assets at fair value through profit or loss y The 12 month expected credit losses (expected
(FVTPL) credit losses that result from those default events
on the financial instruments that are possible
Any financial asset that does not meet the criteria for
within 12 months after the reporting date)
classification as at amortized cost or as financial assets
at fair value through other comprehensive income, is y Full life time expected credit losses (expected
classified as financial assets at fair value through profit or credit losses that result from all possible default
loss. Further, financial assets at fair value through profit events over the life of financial instruments)

184
 The Group follows ‘simplified approach’ for recognition Subsequent measurement
of impairment on trade receivables or contract assets
The subsequent measurement of financial liabilities
resulting from normal business transactions. The
depends upon the classification as described below:-
application of simplified approach does not require
the Group to track changes in credit risk. However, it Financial Liabilities classified as Amortised Cost:
recognises impairment loss allowance based on lifetime Financial Liabilities that are not held for trading and are
ECLs at each reporting date, from the date of initial not designated as at FVTPL are measured at amortised
recognition. cost at the end of subsequent accounting periods.
For recognition of impairment loss on other financial Amortised cost is calculated by taking into account any
assets, the Group determines whether there has been discount or premium on acquisition and fees or costs
a significant increase in the credit risk since initial that are an integral part of the Effective Interest Rate.
recognition. If credit risk has increased significantly, Interest expense that is not capitalised as part of costs of
lifetime ECL is provided. For assessing increase in credit assets is included as Finance costs in the consolidated
risk and impairment loss, the Group assesses the credit statement of profit and loss.
risk characteristics on instrument-by-instrument basis. Financial Liabilities at Fair value through profit and loss
ECL is the difference between all contractual cash flows (FVTPL)
that are due to the Group in accordance with the contract FVTPL includes financial liabilities held for trading and
and all the cash flows that the entity expects to receive financial liabilities designated upon initial recognition
(i.e., all cash shortfalls), discounted at the original EIR. as FVTPL. Financial liabilities are classified as held
Impairment loss allowance (or reversal) recognized for trading if they are incurred for the purpose of
during the period is recognized as expense/income in repurchasing in the near term. Financial liabilities have
the consolidated statement of profit and loss. not been designated upon initial recognition at FVTPL.

b) Financial Liabilities Derecognition

The Group’s financial liabilities includes borrowings, A financial liability is derecognised when the obligation
trade payable, accrued expenses and other payables. under the liability is discharged / cancelled / expired.
When an existing financial liability is replaced by
Initial recognition and measurement another from the same lender on substantially different
All financial liabilities at initial recognition are terms, or the terms of an existing liability are substantially
classified as financial liabilities at amortized cost or modified, such an exchange or modification is treated
financial liabilities at fair value through profit or loss, as the derecognition of the original liability and the
as appropriate. All financial liabilities are recognized recognition of a new liability. The difference in the
initially at fair value and, in the case of loans and respective carrying amounts is recognized in the
borrowings and payables, net of directly attributable consolidated statement of profit and loss.
transaction costs. Any difference between the proceeds Offsetting of financial instruments
(net of transaction costs) and the fair value at initial
recognition is recognised in the consolidated statement Financial assets and financial liabilities are offset and
of profit and loss depending upon the level of fair value. the net amount is reported in the balance sheet if
there is a currently enforceable legal right to offset the

185
 recognised amounts and there is an intention to settle on F) Recent accounting pronouncements
a net basis, to realise the assets and settle the liabilities
The Ministry of Corporate Affairs (MCA) on 31st March 2023
simultaneously. through Companies (Indian Accounting Standards) Amendment
c) Derivatives Rules, 2023 has notified the following amendments to IND AS
which are applicable for the annual periods beginning on or
Derivative instruments are initially recognized at fair
after 1st April, 2023.
value on the date a derivative contract is entered into
and are subsequently re-measured to their fair value at a) IND AS 1 – Presentation of Financial Statements –
the end of each reporting period. The accounting for This amendment requires the Company to disclose its
subsequent changes in fair value depends on whether material accounting policies rather than their significant
the derivative is designated as a hedging instrument, accounting policies.
and if so, the nature of the item being hedged and the The Company will carry out a detailed review of
type of hedge relationship designated. The resulting accounting policies to determine material accounting
gain or loss is recognized in the consolidated statement policy information to be disclosed going forward.
of profit and loss immediately unless the derivative is
designated and effective as a hedging instrument and The Company does not expect this amendment to have
is recognized in Other Comprehensive Income (OCI). any material impact in its financial statements.
Cash flow hedges shall be reclassified to profit or loss b) IND AS 8 – Accounting Policies, Changes in Accounting
as a reclassification adjustment in the same period Estimates and Errors - This amendment has changed the
or periods during which the hedged expected future definition of a “change in accounting estimates” to a
cash flows affect profit or loss. If hedge of a forecast definition of “accounting estimates”. The amendment
transaction results in the recognition of a non-financial clarifies how companies should distinguish changes
asset or a non-financial liability, then the gain or loss in accounting policies from changes in accounting
that are accumulated in the cash flow hedge reserve is estimates.
recognised in the initial cost or other carrying amount The Company does not expect this amendment to have
of the asset or liability (this is also referred to as “Basis any material impact in its financial statements.
Adjustment”).
c) IND AS 12 – Income Taxes - This amendment has
E) The Ministry of Corporate Affairs (MCA) vide notification done away with the recognition exemption on initial
dated 24th March 2021, has amended Schedule III to the recognition of assets and liabilities that give rise to equal
Companies Act, 2013 to enhance the disclosure requirements and offsetting temporary differences.
in financial statements. The financial statements have been
prepared after incorporating the amendments to the extent The Company does not expect this amendment to have
they are applicable. any material impact in its financial statements.

186
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 2 (a) : PROPERTY, PLANT AND EQUIPMENT (` Crores)
Property, plant and equipment As at 31.03.2023 As at 31.03.2022
Owned Assets 9482.05 9054.62
Leased Assets 609.98 445.97
Total 10092.03 9500.59

NOTE 2 (b) : CAPITAL WORK-IN-PROGRESS (CWIP) 3045.86 1233.07

CWIP Ageing Schedule (` Crores)

Amount in CWIP for a period of Total
CWIP Less than 1-2 years 2-3 years More than
1 year 3 years
Projects in progress 2493.37 306.07 116.46 127.14 3043.04
(839.63) (200.45) (164.84) (25.18) (1230.10)
Projects temporarily suspended 0.11 - 0.07 2.64 2.82
- - (0.75) (2.22) (2.97)
Figures in brackets are in respect of previous year

187
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
(` Crores)
NOTE 2 (a 1) : Owned Assets NOTE 2 (c)
INTANGIBLES

Particulars Land Buildings Plant and Furniture Vehicles Air Office Computers Moulds Other Total Computer
Freehold equipment and Craft equipment Assets Software
fixtures
GROSS BLOCK
Carrying Value as at 31 March 2021 579.49 3053.99 8421.08 33.55 53.93 83.98 40.52 53.97 706.24 446.06 13472.81 61.32
Additions 0.87 145.66 832.17 3.97 10.04 - 3.85 6.93 124.44 45.93 1173.86 6.73
Disposals - (2.57) (39.62) (0.72) (2.20) - (1.15) (4.17) (4.77) (2.62) (57.82) (9.25)
Carrying Value as at 31 March 2022 580.36 3197.08 9213.63 36.80 61.77 83.98 43.22 56.73 825.91 489.37 14588.85 58.80
Additions 2.70 385.39 964.13 3.89 11.58 - 5.57 15.38 158.81 41.69 1589.14 13.46
Disposals - (0.02) (73.06) (1.60) (3.28) - (3.24) (5.29) (56.95) (4.25) (147.69) (0.60)
Carrying Value as at 31 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
DEPRECIATION BLOCK
Accumulated depreciation/ - 359.94 3394.18 18.47 25.90 16.23 25.75 35.19 365.92 224.19 4465.77 36.99
Amortisation as at 31 March 2021
Depreciation / Amortisation for the year - 101.10 830.41 5.11 6.99 5.92 6.11 9.68 105.86 50.52 1121.71 9.83
Disposals - (0.70) (37.62) (0.65) (1.84) - (1.12) (4.16) (4.77) (2.38) (53.24) (9.25)
Accumulated depreciation / - 460.34 4186.97 22.93 31.05 22.15 30.74 40.71 467.01 272.33 5534.23 37.57
Amortisation as at 31 March 2022
Depreciation / Amortisation for the year - 108.08 847.73 5.23 7.71 5.91 5.80 9.80 113.29 49.47 1153.02 8.73
Disposals - (0.01) (70.83) (1.52) (3.04) - (3.24) (5.29) (51.09) (3.98) (139.00) (0.58)
Accumulated depreciation / - 568.41 4963.87 26.64 35.72 28.06 33.30 45.22 529.21 317.82 6548.25 45.72
Amortisation as at 31 March 2023
NET BLOCK
As at 31 March 2022 580.36 2736.74 5026.66 13.87 30.72 61.83 12.48 16.02 358.90 217.04 9054.62 21.23
As at 31 March 2023 583.06 3014.04 5140.83 12.45 34.35 55.92 12.25 21.60 398.56 208.99 9482.05 25.94
Note:
1. Freehold land includes agricultural land - `0.12 Crores (31st March, 2022 - `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, 2023 - ` 6.38 Crores (31st March, 2022 - `1.85 Crores.)
4. Capital expenditure on Research and Development during the year - `25.15 Crores (31st March, 2022 `6.71 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.

188
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 2 (a 2): Leased Assets (` Crores)
Particulars Land Buildings Vehicles Total
GROSS BLOCK
Carrying Value as at 31 March 2021 97.84 421.66 24.93 544.43
Additions - 123.03 9.14 132.17
Disposals - (36.84) - (36.84)
Carrying Value as at 31 March 2022 97.84 507.85 34.07 639.76
Additions 3.11 250.69 26.12 279.92
Disposals - (48.73) - (48.73)
Carrying Value as at 31 March 2023 100.95 709.81 60.19 870.95
DEPRECIATION BLOCK
Accumulated depreciation/Amortisation as at 31 March 2021 4.46 110.93 19.66 135.05
Depreciation / Amortisation for the year 1.06 63.03 9.43 73.52
Disposals - (14.78) - (14.78)
Accumulated depreciation / Amortisation as at 31 March 2022 5.52 159.18 29.09 193.79
Depreciation / Amortisation for the year 1.06 81.39 8.85 91.30
Disposals - (24.12) - (24.12)
Accumulated depreciation / Amortisation as at 31 March 2023 6.58 216.45 37.94 260.97
NET BLOCK
As at 31 March 2022 92.32 348.67 4.98 445.97
As at 31 March 2023 94.37 493.36 22.25 609.98
Note:
1. The Group has incurred `33.18 Crores (Previous year `25.53 Crores) for the year ended 31st March, 2023 towards expenses relating to short-term leases
and leases of low-value assets (Refer Note 23). The total cash outflow for leases is `154.48 Crores (Previous year `122.31 Crores) for the year ended
31st March, 2023, including cash outflow of short-term leases and leases of low-value assets. Interest on lease liabilities is `48.70 Crores (Previous year
`36.29 Crores) for the year ended 31st March, 2023 (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 Transporation.

189
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 3: INVESTMENTS
(` Crores)
Particulars
As at 31.03.2023 As at 31.03.2022

Non-Current Investments
Fully Paid-up
Quoted
Equity Shares (at fair value through Profit or Loss) 14.04 12.14
In Debt Instruments - Bonds (at fair value through OCI) 1096.16 1122.81
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 considering it to be its fair value.
Total 1110.27 1135.02
Aggregate Market Value of Quoted Investments 1110.20 1134.95
Aggregate Amount of Unquoted Investments 0.07 0.07
Grand Total 1110.27 1135.02

Current Investments
Fully paid up - Unquoted
In Mutual Fund Units: (at fair value through Profit or Loss)
Income Plan: Growth Option 1974.84 2521.44
Aggregate Amount of Unquoted Investments 1974.84 2521.44
Grand Total 1974.84 2521.44

NOTE 4 : LOANS (Unsecured, considered good) (` Crores)

Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Loans to employees 1.28 0.95 2.97 3.18
Total 1.28 0.95 2.97 3.18

190
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 5 : OTHER FINANCIAL ASSETS (` Crores)
Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Carried at Amortised cost :
Bank deposits with more than 12 months maturity 2.72 2.72 - -
Export Benefits receivables - - 1.72 0.85
Interest Accrued on Loans, Deposits etc. - - 40.29 51.69
Fixed Deposits - Others - - - 600.00
Others - 52.69 62.85 105.37
Carried at Fair value through Profit & Loss :
Security Deposits 2.06 2.72 - -
Deposits 22.12 17.61 - -
Total 26.90 75.74 104.86 757.91

NOTE 6 : OTHER ASSETS (` Crores)

Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Capital Advances 456.39 529.50 - -
Advances other than capital advances;
Security Deposits 87.48 55.08 - -
Advances to Employees - - 26.24 19.82
Sub Total 543.87 584.58 26.24 19.82
Others
Balance with statutory authorities 10.04 - 1.74 1.77
Advances recoverable in cash or kind 6.30 3.14 136.64 146.21
Salary and wage advance - - 4.32 9.25
Prepaid Expenses - - 46.02 42.50
Others - - 43.24 43.09
Sub Total 16.34 3.14 231.96 242.82
Total 560.21 587.72 258.20 262.64

191
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 7 : INVENTORIES (VALUED AT LOWER OF COST AND NET REALISABLE VALUE) (` Crores)
As at As at
31.03.2023 31.03.2022
Raw Materials 1246.85 1633.30
Raw Materials in transit 112.60 98.30
Work-in-progress 366.28 395.29
Finished goods 1969.88 1604.16
Stock-in-trade 52.61 42.41
Stores and spares 392.83 356.21
Total 4141.05 4129.67

NOTE 8 : TRADE RECEIVABLES (` Crores)

As at As at
31.03.2023 31.03.2022
Trade receivables
Secured, considered good 1684.56 1580.95
Unsecured, considered good 818.71 751.73
Trade Receivables - credit impaired 3.16 2.99
Less: Expected Credit Loss provision (Refer Note 24 (B) ii) (3.16) (2.99)
Total 2503.27 2332.68
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.
Trade Receivables Ageing Schedules (` Crores)
Particulars Outstanding for following periods from due date of payment# Total
Less than 6 months - 1-2 years 2-3 years More than
6 months 1 year 3 years
(i) Undisputed Trade Receivables — considered good 268.33 5.47 - - - 273.80
(316.64) (10.22) - - - (326.86)
(ii) Undisputed Trade Receivables — credit impaired - 0.43 0.32 0.28 2.13 3.16
- (0.33) (0.34) (2.11) (0.21) (2.99)
(iii) Amount Not Due 2229.47
(2005.82)
Total Gross 2506.43
(2335.67)
Allowance for Expected Credit Loss 3.16
(2.99)
Total 2503.27
(2332.68)
#
Figures in brackets are in respect of Previous year

192
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 9 : CASH AND CASH EQUIVALENTS (as per Cash Flow Statement) (` Crores)
As at As at
31.03.2023 31.03.2022
Balances with Banks
- In Current accounts 161.14 133.27
- In Term deposits with original maturity of less than 3 months 48.97 89.79
Cheques, drafts on hand; and 37.62 30.55
Cash on hand 0.78 0.78
Total 248.51 254.39

NOTE 10 : BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (` Crores)
As at As at
31.03.2023 31.03.2022
Others:
Unclaimed Dividend Account 2.76 1.74
Unspent CSR Account 7.22 -
Total 9.98 1.74

193
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 11 : BORROWINGS (` Crores)
As at As at
31.03.2023 31.03.2022
NON CURRENT
Secured
Softloan from SIPCOT (At amortised cost) 71.37 64.12
Unsecured
Debentures;
Floating Rate linked to 6 months T Bill - 15000 Nos. Unsecured Redeemable 150.00 -
Non-convertible Debentures of `1,00,000/- each
Term loans from Banks;
- Rupee Term Loan 599.99 749.99
Others
Deferred payment liabilities 2.22 3.10
Sub Total 823.58 817.21

CURRENT
Secured
Loans repayable on demand
- from banks 997.34 885.00
Interest accrued on above 1.11 1.31
Unsecured
- from banks 445.92 812.79
Interest accrued on above 6.50 1.49
(The interest rate on the above said loans range from 1.27% to 5.28% p.a (Previous Year 0.665% to 2.98% p.a)).
Current maturities of long-term debt 150.88 291.69
Interest accrued on above 4.17 8.51
Sub Total 1605.92 2000.79
Total 2429.50 2818.00
Note: Security and terms of repayment in respect of above borrowings are detailed in Note 25 f and 25 g.

194
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
Reconciliation of Financing Liabilities: (` Crores)
As at As at
31.03.2023 31.03.2022
Opening balance
- Long Term Borrowings 817.21 811.76
- Current borrowings 1697.79 911.85
- Current maturities of long term debt 291.69 267.11
- Interest accrued on debt 11.31 29.90
Total - A 2818.00 2020.62
a) Cash flow movements
- Proceeds from borrowings 157.76 1,085.93
- Repayment of borrowings (543.90) (266.68)
b) Non-cash movements
- Effect of amortization of loan origination costs (0.51) 0.99
- Foreign exchange translation (2.32) (4.27)
- Interest accrued on debt 0.47 (18.59)
Total - B (388.50) 797.38
Closing Balance (A+B) 2429.50 2818.00
Closing Balance Break Up
- Long Term Borrowings 823.58 817.21
- Current borrowings 1443.26 1697.79
- Current maturities of Long term borrowings 150.88 291.69
- Interest accrued on debt 11.78 11.31

NOTE 12 : PROVISIONS (` Crores)

Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Provision for employee benefits 53.85 51.33 46.52 18.39
Others:
- Warranty and others 161.40 167.58 187.01 162.39
Total 215.25 218.91 233.53 180.78

195
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 13 : DEFERRED TAX LIABILITIES (NET) (` Crores)
As at As at
31.03.2023 31.03.2022
Deferred Tax Liabilities:
- Arising on account of difference in carrying amount and tax base of PPE and Intangibles 427.55 430.10
- Unrealised (gain)/loss on FVTPL debt Mutual Funds 45.29 30.20
- Other adjustments 14.04 12.65
Total 486.88 472.95
Deferred Tax Asset:
- Accrued Expenses allowable on Actual Payments 42.35 28.69
- Unrealised gain/(loss) on FVTOCI Debt Instruments 7.98 1.44
- On remeasurements of defined benefit plans 28.48 26.74
- On revaluation of designated cash flow hedges 6.38 6.29
- On Right of Use Asset 17.06 14.30
Total 102.25 77.46
Total 384.63 395.49
NOTE 14 : OTHER LIABILITIES (` Crores)
Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Contract Liabilities - - 35.09 44.86
Others:
Dealers' Security Deposit - - 1773.44 1682.57
Retention Money 13.18 16.90 139.02 76.23
Statutory Dues - - 341.94 410.95
Liabilities for expenses - - 0.61 0.34
Deferred Income 220.62 164.27 21.84 23.54
Others 0.39 0.63 19.13 12.94
Total 234.19 181.80 2331.07 2251.43

Movement of contract liabilities is as under:  (` Crores)

As at As at
31.03.2023 31.03.2022
As at beginning of the year 44.86 33.04
Recognised as revenue from contracts with customers (43.27) (31.41)
Advance from customers received during the year 33.50 43.23
Balance at the close of the year 35.09 44.86

196
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH, 2023
NOTE 15 : TRADE PAYABLES (` Crores)
As at As at
31.03.2023 31.03.2022
Outstanding dues of Micro and Small Enterprises 72.72 58.26
Outstanding dues of Creditors other than Micro and Small Enterprises 2363.05 1998.52
Total 2435.77 2056.78
Of the above;
- Acceptances 413.00 427.14

Trade Payables ageing schedule (` Crores)

Outstanding for following periods from Total
due date of payment#
Particulars
Less than 1-2 years 2-3 years More than
1 year 3 years
(i) MSME 2.15 0.03 0.14 0.01 2.33
(1.58) - - - (1.58)
(ii) Others 266.75 8.20 7.17 32.33 314.45
(441.55) (3.85) (14.06) (20.70) (480.16)
(iii) Amounts not due 2118.99
(1575.04)
#
Figures in brackets are in respect of Previous year
NOTE 16 : OTHER FINANCIAL LIABILITIES (` Crores)
Non-Current Current
As at As at As at As at
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Carried at Amortised Cost :
Unclaimed dividends - - 2.76 1.74
Employee benefits - - 122.27 101.33
Liabilities for expenses - 106.83 187.55 112.76
Others - - 496.20 182.99
Carried at Fair Value :
Derivative Financial Liabilities (FVTOCI) - - (0.53) 3.59
Derivative Financial Liabilities (FVTPL) - - 1.62 0.64
Total - 106.83 809.87 403.05

197
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
NOTE 17 : REVENUE FROM OPERATIONS (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Revenue from Contracts with Customers :
Sale of Goods (Refer Note 25 e) 22824.12 19006.28
Sale of Services 26.44 20.87
Other Operating Revenues:
Scrap Sales 140.24 122.17
Subsidy from State Government 17.70 167.40
Total 23008.50 19316.72
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: (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Gross Sales (Contracted Price) 23792.77 19976.42
Reductions towards variable consideration (Product, Turnover and Prompt payment discount) (463.73) (413.73)
Claims preferred against obligation (Note 1(D-13)) (320.54) (245.97)
Revenue recognised 23008.50 19316.72

NOTE 18 : OTHER INCOME (` Crores)

Year Ended Year Ended
31.03.2023 31.03.2022
Interest Income 105.83 100.49
Dividend Income from Non Current Investment 0.03 0.06
Government Grant :
- Export Incentives 6.52 15.09
- Others 20.15 17.40
Net gain on sale of Investments classified as FVTPL 1.19 7.38
Net gains on fair value changes on financial assets classified as FVTPL 105.31 155.49
Profit on sale of Investments 0.14 -
Doubtful Debt provision written back 0.05 0.13
Miscellaneous Income 13.45 20.95
Total 252.67 316.99

198
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
Net gains (losses) on fair value changes (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Equity Investments designated at FVTPL 2.04 2.63
Debt Mutual Fund Investments designated at FVTPL 103.27 152.86
Total Net gains (Losses) on fair value changes 105.31 155.49

NOTE 19 : COST OF MATERIALS CONSUMED (` Crores)

Year Ended Year Ended
31.03.2023 31.03.2022
Opening Stock of Raw Materials 1731.61 1421.26
Purchases during the year 15378.93 13729.92
Closing Stock of Raw Materials (1359.45) (1731.61)
Total 15751.09 13419.57

NOTE 20 : CHANGES IN INVENTORIES OF FINISHED GOODS STOCK-IN-TRADE AND WORK-IN-PROGRESS (` Crores)

Year Ended Year Ended
31.03.2023 31.03.2022
Closing Stock:
Finished Goods 1969.88 1604.16
Stock-in-Trade 52.61 42.41
Work-in-Progress 366.28 395.29
2388.77 2041.86
Less: Opening Stock:
Finished Goods 1604.16 818.59
Stock-in-Trade 42.41 40.76
Work-in-Progress 395.29 326.36
2041.86 1185.71
Total (346.91) (856.15)

199
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
NOTE 21 : EMPLOYEE BENEFITS EXPENSE (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Salaries and Wages 1306.32 1215.89
Contribution to provident and other funds 121.12 113.86
Staff welfare expenses 167.94 172.20
Total 1595.38 1501.95
NOTE 22 : FINANCE COSTS (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Interest on Loans and Deposits 265.21 209.79
Interest on Debentures* - 2.78
Interest on Deferred Payment Credit 0.41 0.50
Interest on Lease liabilities (Refer Note 2 (a 2)) 48.70 36.29
Other Borrowing Costs
Unwinding of discount relating to Long Term Liabilities 4.36 3.98
Other Charges 0.32 0.46
Total 319.00 253.80
*Interest on Debenture capitalised during the year ` 0.90 Crores (Previous year ` Nil.)

200
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
NOTE 23 : OTHER EXPENSES (` Crores)
Year Ended Year Ended
31.03.2023 31.03.2022
Stores and Spares Consumed 417.70 387.63
Power and Fuel 1136.03 931.94
Processing Expenses 262.82 271.40
Rent (Refer Note 2 (a 2)) 33.18 25.53
Rates and Taxes 15.89 15.02
Insurance 59.41 62.56
Printing and Stationery 10.40 9.66
Repairs and Renewals:
Buildings 25.77 20.45
Plant and Machinery 159.46 152.78
Other Assets 92.33 83.03
Travelling and Conveyance 46.29 27.11
Communication Expenses 8.07 7.17
Vehicle Expenses 12.79 11.34
Auditors' Remuneration:
As Auditors:
Audit fee 1.09 0.93
Tax Audit fee 0.26 0.18
Other Services 0.12 0.06
Reimbursement of Expenses 0.14 0.07
1.61 1.24
Cost Auditors Remuneration:
Audit fee 0.08 0.08
Directors' Fees 0.25 0.24
Directors' Travelling Expenses 9.04 2.81
Advertisement 258.31 205.58
Warranty 18.99 14.06
Sales tax absorbed by the company 0.17 0.07
Bad debts written off - 0.21
Commission 27.45 18.64
Freight and Forwarding (Net) 739.47 712.43
Loss on Sale of Fixed Asset (Net) 7.65 2.20
Net Loss on Foreign Currency Transactions 24.70 61.89
Bank Charges 7.44 9.00
Provision for Impairment of Assets (other than Financial Assets) - 7.10
Provision for Impairment of Financial Assets 0.36 0.42
Corporate Social Responsibility Expenditure 29.62 34.33
Miscellaneous Expenses 179.14 108.32
Total 3584.42 3184.24

201
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
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. Consequent to such capital structure, there are
no externally imposed capital requirements. In order to maintain an optimal capital structure, the group allocates its capital for distribution as dividend
or reinvestment into business based on its long term financial plans.
B. Financial Risk Management
The Group’s principal financial liabilities comprise loans and borrowings, 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, 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 Group 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 Group. 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 Group 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 0.50% to 1% higher / lower and all other variables held constant, the Group's profit for the year ended 31st
March, 2023 would have been decreased/increased by `16.56 Crores (Previous year `13.17 Crores).

202
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
b) Currency Risk:
Foreign currency risks from financial instruments at the end of the reporting period expressed in INR :
Unhedged Short Term Exposures: (` Crores)
31.03.2023 31.03.2022
Financial Assets 199.27 253.61
Financial Liabilities 178.79 212.40
The company is mainly exposed to changes in US Dollar. The sensitivity to a 4% (Previous year 2%) increase or decrease in US Dollar against
INR with all other variables held constant will be +/( - ) `1.37 Crores (Previous year ` 0.87 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 External Commercial borrowings and 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,
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

Currency/Interest Rate Swap USD - Million - ECB Loan
(45.00) Million (288.59)
INR
Forward Contract USD 101.68 Million 844.11 Import purchase
(135.18) Million (1042.38)
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) Other Forward Contract Outstanding :

Currency Amount ` Crores Nature Cross Currency

Forward Contract USD 30.49 Million 252.84 Import purchase INR
(24.96) Million (190.91)
Forward Contract USD - Million - Sales USD
(19.03) Million (144.04)
Figures in brackets are in respect of Previous year.

203
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
c) Price Risk :
The Group is affected by the price stability of certain commodities. Due to the significantly increased volatility of certain commodities like
Natural 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 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 2023 the investments in debt mutual funds and Bonds amounts to `3071.00 Crores (Previous year `3644.25 Crores). A 1%
point increase or decrease in the NAV with all other variables held constant would have lead to approximately an additional `31 Crores
(Previous Year `36 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., Investments in Equity Shares, Bonds, Debt 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 exceeding 180 days as at the year ended 31st March, 2023 is 0.02 % (31st March, 2022 - 0.25%) 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 2023 was `3.16 Crores and for the year ended 31st March 2022 was `2.99 Crores.

(` Crores)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
Balance at the beginning 2.99 3.24
Impairment loss recognised 0.17 0.42
Impairment loss reversed - 0.67
Balance at the end 3.16 2.99
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 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.

204
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
iii) Liquidity Risk
The Group manages liquidity risk by maintaining adequate surplus, banking facilities and reserve borrowings 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.
The details of the contractual maturities of significant financial liabilities as at 31st March, 2023 are as under:

(` Crores)
Particulars Refer Note Less than 1 year 1-3 years 3-5 years More than 5 years
Borrowings Note 11 and 14 1605.92 452.22 299.99 88.67
(2000.79) (251.87) (401.21) (180.92)
Trade Payable Note 15 2435.77 - - -
(2056.78) (-) (-) (-)
Other Financial Liabilities Note 16 684.84 - - -
(299.98) (106.83) (-) (-)
Employee Benefit liabilities Note 16 122.27 - - -
(101.33) (-) (-) (-)
Unclaimed dividends Note 16 2.76 - - -
(1.74) (-) (-) (-)
Lease Liabilities 75.49 155.79 151.01 201.82
(60.08) (108.02) (106.63) (136.22)
Figures in brackets are in respect of Previous year.

205
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
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.
b. Earnings Per Share
Year ended Year ended
Particulars
31.03.2023 31.03.2022
Profit after taxation ` Crores 768.96 669.24
Number of equity shares (Face Value `10/-) Nos. 4241143 4241143
Earnings per share (Basic & Diluted) ` 1813.10 1577.97
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., Balanoor Plantations and Industries
Limited. Funskool (India) Ltd, VPC Freight Forwarders Pvt. Ltd, The Malayala Manorama Co. Private
Limited, Tarapore and Company, Tarapore Constructions Private Limited, The J. H Tarapore Foundation
Other Related Parties: Mr. Jacob Kurian-Director, MRF Ltd. Executives Provident Fund Trust, MRF Management Staff
Gratuity Scheme, MRF Employees Gratuity Scheme, MRF Managers' Superannuation Scheme, MRF
Foundation. Mr. Philip Eapen, Mr. Mammen Eapen, Mr. Zachariah Kurian, Mr. George Mammen,
Mr. Mammen A Mathew.

206
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
(b) Transactions with related parties (excluding reimbursements)
(` Crores)
Close member of Companies in which Other Related
KMP
the KMP Directors are interested Parties
Nature of Transaction
Year Ended Year Ended Year Ended 31.03.2023 Year Ended
31.03.2023 31.03.2023 31.03.2023
i. Sale of Materials - - 0.90 0.15
- - (5.00) (0.55)
ii. Purchase of Materials/Machinery - - 249.78 -
- - (180.84) -
iii. Payment towards Service - - 16.68 -
- - (17.82) -
iv. Selling and Distribution Expenses - - 1.48 -
- - (1.72) -
v. Other Receipts - - 2.02 -
- - (1.84) -
vi. Professional charges - - - 0.49
- - - (0.17)
vii. Contribution to Retirement Benefit fund /Others - - - 60.91
- - - (94.87)
Compensation*
viii. Short term Employee benefit (including Commission 93.86 2.63 - 1.52
payable to KMP)
(82.96) (2.40) - -
ix. Sitting fees - 0.02 - -
- (0.02) - -
* Remuneration does not include provisions made for Gratuity and Leave benefits as they are determined on an actuarial basis for the Company
as a whole.

207
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
(` Crores)
Close member of Companies in which Other Related
KMP
the KMP Directors are interested Parties
Nature of Transaction
Year Ended Year Ended Year Ended 31.03.2023 Year Ended
31.03.2023 31.03.2023 31.03.2023
Outstanding as at Year End
x. Other Receivables - - 1.78 0.04
- - (26.55) (0.04)
xi. Trade Payables - - 29.34 -
- - (16.44) -
xii. Commission Payable 38.28 - - -
(30.57) - - -
xiii. Contribution payable to Retirement Benefit fund/Others - - - 40.61
- - - (13.43)
(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 2023, 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.

208
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
d. (i) Additional information on Net Assets and Share of Profit as at 31st March, 2023

Net Assets, i.e., total assets Share in Other Comprehensive

Share in profit or loss
minus total liabilities Income (OCI)
Name of the entity As % of Amount As % of net Amount As a % of Amount
consolidated (` Crores) Profit (` Crores) OCI (` Crores)
net assets
Parent
- MRF Ltd. 2022-23 98.64 14507.39 104.70 1120.03 100.48% (21.01)
2021-22 98.17 13774.61 96.82 879.07 100.48% 14.67
Subsidiaries
Indian
- MRF Corp. Ltd. 2022-23 0.97 143.08 2.12 22.71 (0.48%) 0.10
2021-22 0.90 126.75 2.28 20.70 (0.48%) (0.07)
- MRF International Ltd. 2022-23 0.01 2.08 0.01 0.13 - -
2021-22 0.01 1.99 0.01 0.13 - -
Foreign
- MRF Lanka (P) Ltd. 2022-23 0.04 5.22 0.24 2.58 - -
2021-22 0.03 3.74 0.01 0.05 - -

- MRF SG PTE. LTD. 2022-23 0.34 49.89 (7.07) (75.71) - -

2021-22 0.89 124.66 0.88 7.98 - -
Minority Interest
Indian Subsidiary 2022-23 - 0.16 - - - -
2021-22 - 0.15 - - - -

(ii) The Group does not have any material transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the
Companies Act,1956 during the financial year.

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:

209
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023

(` Crores)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
(i) Products:

Automobile Tyres 20665.22 17048.83

Automobile Tubes 1336.42 1233.43

Speciality Coating 421.03 318.16
Others 401.45 405.86
22824.12 19006.28
(ii) Revenue from Customers:
India 20947.24 17215.06
Outside India 1876.88 1791.22
22824.12 19006.28
(iii) Non Current Assets :
India 15113.14 12869.26
Outside India 12.59 2.52
(iv) There are no transactions with single customer which amounts to 10% or more of the Group's revenue.
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 4.00% to 7.90% (Previous year 3.8% to 6.85%).
g. Terms of Repayment and Security Description of Non Current Borrowings:
i) Indian Rupee Term Loan (Unsecured) from the HSBC Bank
a) Indian Rupee Term Loan of `150 Crores availed in February, 2019 is for capital expenditure. Interest is payable at a rate equal to the three months T-Bill rate plus
a margin of 1.49% (Previous year-1.49%) payable monthly. The said Loan is repayable in one full installment in February, 2024.
b) 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
iii) 15,000 [Floating Interest rate linked to 6 months T Bill rate] Listed Unsecured rated redeemable Taxable Non-convertible Debentures of
`1,00,000/- 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 April 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 Occurring after the Balance Sheet date
The proposed final dividend for Financial Year 2022-23 amounting to `71.68 Crores will be recognised as distribution to owners during the financial year 2023-24 on its
approval by Shareholders. The proposed final dividend amounts to `169/- per share.
i. Commitment:
(i) Estimated amount of contracts remaining to be executed on Capital Account, net of advances and not provided for - `2185.02 Crores (Previous year `3031.32 Crores)
(ii) Guarantees given by the Banks - `130.78 Crores (Previous year-` 43.84 Crores)
(iii) Letters of Credit issued by the Banks - `265.58 Crores (Previous year - `182.45 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 - `198.44 Crores (Previous year - `196.00 Crores)
(c) Disputed Excise/Customs Duty demands pending before the Appellate Authorities/High Court - `377.84 Crores (Previous year - `378.66 Crores)
(d) Disputed Income Tax Demands - `275.64 Crores (Previous year - `159.87 Crores). Against the said demand the company has deposited an amount of `131.61 Crores
(Previous year `97.52 Crores)
(e) Disputed Goods and Service Tax demands pending before the Appellate Authorities - ` 0.56 Crores (Previous year- `1.70 Crores)
(f) Contested EPF Demands pending before Appellate Tribunal- `1.10 Crores (Previous year `1.10 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 appeal filed by the Holding Company has been disposed off by
National Company Law Appellate Tribunal (NCLAT) in December 2022 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 of the same, the Holding Company is of the view that no provision is
considered necessary in respect of this matter in the Consolidated 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 JACOB KURIAN V SRIDHAR K M MAMMEN
Partner Partner MADHU P NAINAN S DHANVANTH KUMAR Director Director Chairman &
Mem. No. 036490 Mem. No. 026143 Executive Vice Company Secretary DIN: 00860095 DIN: 00020276 Managing Director
Chennai Chennai President Finance Chennai DIN: 00020202
Dated 03rd May, 2023

211
 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
S. Name of the The Date Reporting Period of Reporting Exchange Share Reserve & Total Total Investments Turnover Profit Provision Profit Proposed Extent of
No. Subsidiary since when the Subsidiary Currency Rate as on Capital Surplus Assets Liabilities before for after Dividend Shareholding
subsidiary was 31.03.2023 Taxation Taxation Taxation (in %)
acquired

1 MRF Corp 26.08.1985 1st April, 2022 to INR 1 0.05 143.07 238.43 95.31 1.00 421.03 22.71 6.38 16.33 0.10* 100.00%
Ltd. 31st March, 2023

2 MRF 23.10.1992 1st April, 2022 to INR 1 0.56 2.21 2.77 - - 0.14 0.13 0.03 0.10 94.66%
International 31st March, 2023
Ltd.

3 MRF Lanka 15.06.2005 1st April, 2022 to LKR 0.25 15.01 5.22 23.76 3.53 - 16.81 2.57 0.55 2.02 100.00%
(P) Ltd. 31st March, 2023

4 MRF SG PTE 23.07.2014 1st April, 2022 to USD 82.17 6.11 49.89 544.85 488.85 - 1887.60 (75.70) (8.91) (66.79) 100.00%
LTD 31st March, 2023

* The Proposed Dividend is not recognised in books as per Ind AS.

MADHU P NAINAN S DHANVANTH KUMAR JACOB KURIAN V SRIDHAR K M MAMMEN

Executive Vice Company Secretary Director Director Chairman &
President Finance Chennai DIN: 00860095 DIN: 00020276 Managing Director
DIN: 00020202
Dated 03rd May, 2023

212
 MRF Limited
No.114, Greams Road, Chennai - 600 006.
Tel: +91 44 28292777 Fax: +91 44 28295087
CIN: L25111TN1960PLC004306
E-mail: [email protected] | Website: www.mrftyres.com