Shareholders meeting

~------------ MRF Limited, Regd. Office: 114, Greams Road, Chennai - 600 006. E-mail: mrfshare@mrfmail.com; Tel.: 044-28292777; Fax: 91-44-28290562 CIN : L25111TN1960PLC004306 Website: www.mrftyres.com 071 ISH/SEI AGM/2026/3 July, 2026 14th National Stock Exchange of India Ltd Bombay Stock Exchange Ltd Exchange Plaza 5th Floor Floor 24 PJ Towers Plot No.C/1 G Block Bandra-Kurla Complex Dalal Street Bandra (E) Mumbai 400 051 Mumbai 400 001 Dear Sir, Annual Report and AGM Notice - 2026 Please refer to our earlier letter dated 29th June, 2026. We would like to inform that the 65th Annual General Meeting of the Company will be held on Thursday, 6th August, 2026 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 2025-26. 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, 30th July, 2026, 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 6th August, 2026 through Video Conferencing/Other Audio Visual Means (OAVM). Kindly take the same on record. Thanking you, Yours faithfully For MRF Limited THULSIDASST V Vice President, General Counsel & Company Secretary MRF LIMITED, Regd. Office: No.114, Greams Road, Chennai 600 006, CIN: L25111TN1960PLC004306, Tel: 044-28292777, Fax: 91-44-28290562, E-mail: mrfshare@mrfmail.com, Website: www.mrftyres.com NOTICE years, from the conclusion of the 65th Annual General Meeting of the Company until the conclusion of the 70th Annual General NOTICE is hereby given that the Sixty Fifth Annual General Meeting of Meeting of the Company and to authorise the Board of Directors of the shareholders of MRF Limited will be held on Thursday, the 6th August, the Company to fix their remuneration”. 2026 at 11.00 A.M, through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: SPECIAL BUSINESS ORDINARY BUSINESS 6. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: 1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31st March, 2026 and “RESOLVED THAT pursuant to the provisions of section 148 and the Reports of the Board of Directors and Auditors thereon and all other applicable provisions, if any, of the Companies Act, the audited consolidated financial statements of the Company for 2013 and the Companies (Audit and Auditors) Rules, 2014 or any the financial year ended 31st March, 2026 and the Reports of the statutory modification or re-enactment thereof, Mr. J. Karthikeyan Auditors thereon. of M/s. J. Karthikeyan & Associates (Firm Regn No. 102695), Cost Accountant, Chennai appointed as Cost Auditor by the Board of 2. To declare a final dividend on equity shares. The Board has Directors of the Company to conduct an audit of the Cost Records of recommended a final dividend of ` 229/- (2290%) per equity share the Company for the financial year ending 31st March, 2027, be paid of ` 10 each. a remuneration of ` 8,40,000/- (Rupees Eight Lakhs Forty Thousand 3. To appoint a Director in place of Mr. Varun Mammen (DIN: only) (excluding taxes, as applicable) in addition to reimbursement 07804025), who retires by rotation and being eligible, offers himself of out of pocket expenses and travelling expenses as recommended for re-appointment. by the audit committee and approved by the Board of Directors of the Company. 4. To appoint a Director in place of Dr. (Mrs) Cibi Mammen (DIN: 00287146) who retires by rotation and being eligible, offers herself RESOLVED FURTHER that Board of Directors of the Company be for re-appointment. and is hereby authorized to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above 5. To consider and if thought fit, to pass with or without modification(s), resolution.” the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013, By Order of the Board, and relevant rules made thereunder, Messrs. M M Nissim & Co LLP, Chartered Accountants (Firm Regn No.107122W / W100672) Thulsidass T V be and is hereby re-appointed as Joint Statutory Auditors of the Place: Chennai Vice President, General Counsel & Company, to hold office for a period of 5 (Five) consecutive financial Date: 7th May, 2026 Company Secretary Notes: Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com. In case a) In accordance with the provisions of the Companies Act, 2013 any member is desirous of obtaining physical copy of the Annual (“Act”), read with the Rules made thereunder and General Circular Report for the financial year 2025-26 and Notice of the AGM of the Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020 Company, he/she may send a request to the Company by writing to and 20/2020 dated 5th May, 2020 read with other relevant circulars, mrfshare@mrfmail.com mentioning their DP ID and Client ID/ Folio including General Circular No. 03/2025 dated 22nd September, 2025 issued by the Ministry of Corporate Affairs (“MCA”) read with relevant circulars issued by the Securities and Exchange Board of Further, a letter providing a weblink for accessing the Notice of the India (“SEBI”), from time to time (hereinafter collectively referred to AGM and Annual Report for the financial year 2025-26 will be sent as (“the Circulars”), companies are allowed to hold Annual General to those shareholders who have not registered their email address. Meeting (AGM) through VC or OAVM till further orders, without e) The Company has fixed 17.07.2026 as the “Record Date” for the physical presence of members at a common venue. Hence, in the purpose of determining the members eligible to receive final compliance with the Circulars, the AGM of the Company is being dividend for the financial year 2025 -26, if approved at the AGM. held through VC/OAVM. The deemed venue for the AGM shall be registered office of the Company. f) Upon declaration of final dividend as recommended by the Directors, payment of final dividend, subject to deduction of tax at b) The information required to be provided as per section 102 of the source, will be made on or after 17.08.2026. Companies Act, 2013, Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India and SEBI g) In respect of shares held in electronic form, the dividend will (Listing Obligations and Disclosure Requirements) Regulations, be payable on the basis of beneficial ownership as per details 2015 (herein after referred to as “SEBI Listing Regulations”) are furnished by National Securities Depository Ltd. (NSDL) and Central furnished in the explanatory statement which is annexed hereto. Depository Services (India) Ltd. (CDSL) for this purpose. c) Pursuant to the provisions of the Act, a Member entitled to attend h) Members who are holding shares in physical form are requested and vote at the AGM is entitled to appoint a proxy to attend and to immediately notify any change in their address/change in bank vote on his/her behalf and the proxy need not be a Member of details or demise of any member to the Company’s registered the Company. Since this AGM is being held pursuant to the MCA office quoting their ledger folio number. In respect of shares held Circulars through VC / OAVM, ph [Showing first 8,000 characters — download PDF for full document]