MRF Limited has announced a postal ballot seeking shareholder approval for revising the remuneration terms of its Managing Directors and Whole-time Directors. The Notice of Postal Ballot, dated February 26, 2026, was communicated to stock exchanges in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Executive Remuneration Restructuring

The company proposes to revise commission structures for five key executives, moving from the current system with monetary caps to a performance-linked model tied directly to net profits. The restructuring affects:

The fixed components including salary, residential accommodation, perquisites and allowances, and other benefits remain unchanged for all executives.

Current Executive Compensation Details

The company disclosed the total remuneration paid to each executive for 2024-2025:

Voting Process and Timeline

The postal ballot will be conducted exclusively through electronic voting (e-voting) facilitated by National Securities Depository Limited (NSDL). Key dates and details include:

Regulatory Compliance Framework

The proposed remuneration structure adheres to regulatory limits prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The total remuneration for any individual Managing Director or Whole-time Director will not exceed 2.5% of the company's net profits, while the aggregate remuneration for all Managing Directors and Whole-time Directors will remain within 5% of net profits.

Company Performance Context

The explanatory statement highlights the company's strong financial performance over the past five years, with significant growth in turnover, profits, and cash flow from operations. The company's total income on a standalone basis increased from ₹2608 crores in 2003 to ₹28068 crores in 2025 under K M Mammen's leadership.

The Board of Directors, based on recommendations from the Nomination and Remuneration Committee, approved these revisions on February 6, 2026. The changes take effect from April 1, 2025, for the remaining tenure periods of each executive, with tenures extending until dates ranging from August 2027 to February 2029 depending on the individual executive.

MRF has successfully completed the redemption of its listed unsecured non-convertible debentures on the scheduled maturity date of February 24, 2026. The company redeemed 15,000 NCDs with a total value of ₹150 crores and paid ₹10.31 crores as interest, fulfilling its complete debt obligations to investors.

Regulatory Compliance and Documentation

The company has issued a certificate under Regulation 57 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, confirming the timely payment of both redemption amount and interest. This regulatory filing demonstrates MRF's adherence to compliance requirements and transparency in debt servicing.

Payment Schedule and Timeline

The redemption was executed precisely on the maturity date with the interest payment record date set as February 9, 2026. The company maintained its annual interest payment frequency, with the last interest payment having been made on February 24, 2025. The punctual execution reflects MRF's commitment to meeting its debt obligations as scheduled.

Financial Impact and Completion

With this redemption, MRF has completely cleared its NCD obligations, with the outstanding amount now standing at nil. The successful completion of the full redemption demonstrates the company's strong financial position and cash flow management capabilities. The timely payment reinforces investor confidence in MRF's financial reliability and adherence to its debt servicing commitments.