Your Directors have pleasure in presenting 38^th Annual Report together with the audited financial statements of the Company for financial
year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The summarized financial results for the year ended March 31, 2025 and for previous year ended March 31, 2024 are as follows:

OPERATIONS AND PERFORMANCE

On consolidated basis for financial year 2024-25, the Company achieved total revenue from operations of INR 1,136,626 million as
compared to revenue of INR 986,917 million of the previous financial year ended March 31, 2024, reflecting an increase of 15.17% from
previous year. Consolidated Profit After Tax for financial year is at INR 38,030 million as compared to the previous year of INR 27,162
million reflecting an increase of 40.01% from previous year. The consolidated revenue for financial year 2024-25 includes the acquisitions
made during financial year, provided in Note No. 50 of consolidated financial statement of the Company.

On standalone basis, the Company achieved total revenue from operations of INR 101,868 million of current financial year ended March
31, 2025, as compared to its total revenue of INR 90,460 million of previous financial year, reflecting an increase of 12.61% from previous
year. The Profit After Tax for year ended March 31, 2025, is INR 15,770 million as compared to INR 9,439 million of previous financial year,
reflecting an increase of 67.07% from previous year.

The profit available for appropriation for financial year ended March 31, 2025, is INR 54,698 million and being carried over as surplus to
the Profit & Loss Account as on March 31, 2025.

The Management Discussion and Analysis Report for year under review, as stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in separate section forming
part of the Annual Report. The operational performance of the Company has been comprehensively covered in the Management
Discussion and Analysis Report.

CHANGE IN CAPITAL /CAPITAL STRUCTURE / FUND RAISING
Fund raising through Qualified Institutions Placement ('QIP')

The Board of Directors at its meeting held on August 2, 2024 and shareholders of the Company by special resolution passed at the 37^th
Annual General Meeting held on August 29, 2024 had approved issue of securities through QIP. Subsequently, on September 20, 2024,
the Finance Committee approved the following:

i. the allotment of QIP of 259,873,701 equity shares of face value of ' 1 each at an issue price of ' 190 per equity share, to Qualified
Institutional Buyers aggregating to ' 49,376 million in accordance with the provisions of SEBI ICDR Regulations and the Act; and

ii. the allotment of 150,000 6.50% Compulsorily Convertible Debenture (CCD) of face value ' 100,000 each to eligible qualified
institutional buyers at the CCD Issue Price of ' 100,000 per CCD.

Pursuant to the provisions of regulation 32(7A) of the SEBI Listing Regulations, the Company has fully utilised the funds raised through
QIP for the objects stated in the offer document and notice seeking members' approval i.e. repayment/ prepayment in part or in full, of
certain outstanding borrowings availed by our company and/or subsidiaries and for General Corporate Purposes. Pursuant to regulation
32 of the SEBI Listing Regulations Statement of fund utilisation was submitted by the Company with the stock exchanges on February
14, 2025.

The paid-up Equity Share Capital of the Company as on March 31, 2025, was INR 703,62,95,067/- (Rupees Seven Hundred Three Crores
Sixty-Two Lakhs Ninety-Five Thousand and Sixty-Seven only) divided into 703,62,95,067 (Seven Hundred Three Crores Sixty-Two Lakhs
Ninety-Five Thousand and Sixty-Seven) Equity Shares of Re. 1/- (Rupee One) each.

As mentioned above, during the financial year 2024-25, the Company has raised funds, inter-alia, by issue of Compulsorily Convertible
Debentures (“CCDs") on a Qualified Institutional Placement basis allotted on September 20, 2024.

The key terms of issuance of CCDs (ISIN: INE775A08105) are as below:

Fund raised by issuance of US dollar denominated senior, secured, guaranteed notes

On July 3, 2024, the Finance Committee of the Board of Directors of the Company approved issuance of $ 350 million US dollar
denominated senior, secured, guaranteed notes (Notes) through its step-down wholly owned subsidiary, namely, Motherson Global
Investments B.V. (formerly SMRC Automotive Holdings Netherlands B.V.).

Key terms of issuance of Notes by Motherson Global Investments B.V. (formerly SMRC Automotive Holdings Netherlands B.V.) are as
below:

DIVIDEND

A. Interim Dividend

During the financial year 2024-25, the Board of Directors, in its meeting held on Friday, March 21, 2025, declared an interim dividend
of Re. 0.50 (fifty paise only) per equity share of face value INR 1 each, aggregating to INR 3,518 million for the financial year 2024-25.

B. Final Dividend

In addition to the Interim Dividend, the Directors are pleased to recommend for approval of members a payment of dividend of
Re. 0.35 (Paise Thirty Five only) per share (face value of Re. 1/- each) on the Share Capital of the Company for financial year ended
March 31, 2025 to equity shareholders. The dividend, if approved by members, would involve total cash outflow on account of
dividend of INR 2,463 million.

The payout of interim and final dividend together would be 38% of standalone profits of the Company and 16% of consolidated
profits of the Company.

For the previous year ended March 31, 2024 the shareholders have declared a dividend of Re. 0.80 (Eighty paise only) per share
(face value of Re. 1 each).

CREDIT RATING

A. Domestic

The domestic credit ratings obtained for the Company and all debt instruments in India as on March 31, 2025, are given below:

B. International

The International credit ratings obtained by the Company, Samvardhana Motherson Automotive Systems Group B.V., Netherlands
and Motherson Global Investment B.V. as on March 31, 2025 are as below:

(a) Samvardhana Motherson International limited:

(b) Samvardhana Motherson Automotive Systems Group B.V., Netherlands, ("SMRP BV"):

(c) Motherson Global Investment B.V. (formerly SMRC Automotive Holdings Netherlands B.V., Netherlands):

The details of the credit ratings of the Company and SMRP BV, are available on its website www.motherson.com and
www.smrpbv.com.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from
public covered under Chapter V of the Companies Act, 2013, and
as such, no amount on account of principal or interest on deposits
from public was outstanding or remained unclaimed or unpaid
lying with the Company, as on March 31, 2025.

There are no deposits invited or accepted by the Company which
are not in compliance with the requirements of Chapter V of the
Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Ind AS 110
- Consolidated Financial Statements read with Ind AS 28 -
Investments in Associates and Ind AS 31 - Interests in Joint
Ventures, the audited consolidated financial statement for
financial year 2024-25 is provided in the Annual Report.

The performance of the Company on consolidated basis is
discussed at length in the Management Discussion and Analysis
Report forming part of the Annual Report.

MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR

2024-25

A. Acquisition

(a) On April 8, 2024, the Company completed the
acquisition of 100% stake in Lumen North America Inc.,
Lumen Europe Sp. z.o.o., and Lumen Thailand Ltd., as
well as a 90% stake in Lumen Special Cables (Pty) Ltd.,
South Africa. The acquisition was carried out through
Lumen International Holdings Pty Ltd., a subsidiary of
Samvardhana Motherson Automotive Systems Group

B.V. ("SMRP BV"), which is a wholly owned material
subsidiary of the Company. The initial disclosure to
stock exchanges on aforesaid acquisition was made
on December 15, 2023.

(b) In continuation to the Stock Exchange disclosures date
October 20, 2023, December 20, 2023 and February 29,
2024 respectively regarding acquisition the Company
of 73.05% stake (on a fully diluted basis) in Irillic Private
Limited (hereinafter referred to as "IRILLIC"). IRILLIC
is engaged in design, development, manufacturing
and distribution of real time Fluorescence Imaging
and 4K Laparoscopy Imaging systems. The Company
completed aforesaid acquisition dated April 27, 2024.

(c) The Board of Directors of the Company in its meeting
held on August 2, 2024, approved acquisition by
Samvardhana Motherson Innovative Solutions Limited
("SMISL"), a 100% subsidiary of the company acquisition
of 34% stake of Motherson Auto Solutions Limited
("MASL") from Sojitz Corporation. The Company via its
wholly owned subsidiary SMISL held 100% of equity
share capital (along with nominee shareholders) of
MASL. Therefore, MASL became an indirect wholly
owned subsidiary of the company. The aforesaid
acquisition was completed on August 17, 2024.

(d) The Board of Directors of the Company in its meeting
held on December 06, 2024 approved an acquisition
of 95% shares with voting rights of Atsumitec Co., Ltd.
along with its subsidiaries ("Atsumitec Group") via its
100% subsidiary Samvardhana Motherson Automotive
Systems Group B.V ("SMRP B.V."). Atsumitec Co., Ltd.,
a company duly incorporated and existing under the
laws of Japan is engaged in the production of high
precision machined components including gear
shifters, chassis and transmission parts for 4- Wheeler
("4W") and 2-Wheeler ("2W") vehicles. The acquisition
of a 95% stake in Atsumitec Co., Ltd. is completed on
March 26, 2025.

(d) The Board of Directors of the Company in its meeting
held on December 14, 2024, approved to acquire
100% shareholding of BALDI INDUSTRIA E COMERCIO
LTDA ("Baldi") via SMP Automotive PRODUTOS
AUTOMOTIVOS DO BRASIL LTDA. ("SMP Brasil") a
wholly owned subsidiary of Samvardhana Motherson
Automotive Systems Group B.V. ("SMRP B.V"). SMRP
B.V is the Wholly owned subsidiary of the Company.
Baldi is a Tier 2 automotive supplier providing wrapping
solutions and soft touch surfaces for door panels,
IP, steering wheels and other interior components.
The manufacturing capabilities include PVC and
Fabric cutting, sewing, and wrapping for door panels,
armrests, IP Pads, Steering Wheel, and Shift Knob and
Boots. The aforesaid acquisition was completed on
May 2, 2025.

B. Fund raising / Investments / Asset Others

(a) The Board of Directors of the Company in its meeting
held on August 2, 2024, and subsequently the
shareholders of the Company, by special resolution

passed at the 37^th Annual General Meeting on August
29, 2024 and Finance Committee of the Company at
its meeting held on September 20, 2024 approved
the allotment of (i) 259,873,701 Equity Shares of face
value of Re.1 each to qualified institutional buyers at the
issue price of INR 190 per Equity Share, aggregating to
INR 49,376.00 Million (Rupees Forty Nine Thousand
Three Hundred Seventy Six Million) (ii) the allotment of
150,000 6.50% Compulsorily Convertible Debentures
(CCDs) of face value INR 100,000 each to eligible
qualified institutional buyers at the CCD Issue Price of
INR 100,000 per CCD. The Issue opened on September
16, 2024, and closed on September 20, 2024. Pursuant
to the allotment of Securities in the Issue, the paid-up
equity share capital of the Company stands increased
from INR 6,776,421,366 comprising of 6,776,421,366
Equity Shares of Re. 1 each to INR 7,036,295,067
comprising of 703,62,95,067 Equity Shares of Re.1
each.

(b) The Board of Directors of the Company in its meeting
held on March 21, 2025, approved subscription of
upto 20,000 (Twenty Thousand) numbers of 9.25%
Compulsory Convertible Debentures of face value
' 100,000/- each (Rupees One Lac Only) aggregating
upto ' 2,000 million (Rupees Two Thousand Million
Only) ("hereinafter referred as "CCD") on preferential
basis, in one or more tranches, issued by CIM Tools
Private Limited ("CIM Tools"). CIM Tools is the is
the subsidiary of the Company. Subsequently,
on March 27, 2025, CIM Tools allotted 17,500
(Seventeen Thousand Five Hundred) number of 9.25%
Compulsory Convertible Debentures of face value INR
100,000/- each (Rupees One Lakh Only) aggregating
to INR 1,750,000,000/- (Rupees One Thousand Seven
Hundred Fifty Million Only) to the Company. The CCDs
were converted into Equity Shares on June 30, 2025
resulting into increase in Equity Shareholding of the
Company into CIM Tools to 68.14%.

(c) The Company through its step down wholly owned
subsidiary, namely, MSSL Consolidated Inc., a wholly
owned subsidiary of Samvardhana Motherson
Automotive Systems Group B.V. ("SMRP B.V."),
subscribed to 36,39,010 Class A Ordinary Shares of
REE Automotive Ltd. ("REE") upon completion of the
transaction SMRP B.V., held 18.6% of the ordinary share
capital of REE representing 11% on a fully diluted basis.

Further, upon raising additional capital by REE, SMRP
B.V. approved to invest between USD 5 to 7 million to
remain close to its current shareholding percentage
in REE. REE is engaged in the design, development,
and integration of vehicle components into modular
platforms for commercial electric vehicles (EVs), with
a focus on mid and last-mile delivery applications.

(d) CIM Tools Private Limited ("CIM"), subsidiary of the
Company sold its entire shareholding in Lauak CIM
Aerospace Private Limited ("LCA"), a Joint Venture with
Lauak International ("Lauak") on September 28, 2024.
LCA was a joint venture between CIM and Lauak. CIM
tools held 49.99% shares in LCA. SAMIL holds 55% of
CIM. Accordingly, effective capital of SAMIL in LCA was
27.49%.

(e) Marelli Motherson Auto Suspension Parts Pvt. Ltd.
("MMAS"), a 50:50 Joint Venture between Marelli
Europe S.P.A and the Company has approved asset
sale including fixed assets and inventory. The Board of
Directors of the Company at its meeting held on January
24, 2025, approved the aforesaid proposal. Marelli
Motherson Auto Suspension is a 50:50 Joint Venture
between Marelli Europe S.P.A and Samvardhana
Motherson International Limited. The Joint Venture
was established in 2014 to manufacture suspension
components for passenger and commercial vehicles
in India. The sale was completed on April 1, 2025.

C. Other Material Developments

(a) In accordance with Regulation 31A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), the Company
submitted an application on August 30, 2024, to BSE
Limited ("BSE") and the National Stock Exchange of
India Limited ("NSE") seeking their approval for the
reclassification of the following shareholders from
the "Promoter and Promoter Group" category to the
"Public" category:

• Sumitomo Wiring Systems, Ltd., Japan, holding
658,955,936 equity shares, representing 9.72% of
the total shareholding of the Company; and

• H.K. Wiring Systems, Limited, Hong Kong, holding
11,490,526 equity shares, representing 0.17% of
the total shareholding of the Company

The reclassification request was made in compliance
with all applicable conditions prescribed under the
SEBI Listing Regulations.

The Company has received approval from BSE Limited
and the National Stock Exchange of India Limited vide
its letter dated on May 07, 2025 that Sumitomo Wiring
Systems, Ltd., Japan and H.K. Wiring Systems, Limited,
Hong Kong are reclassified from Promoter / Promoter
Group to Public.

(b) The Board of Directors of the Company in its
meeting held on February 7, 2025, approved the
composite scheme of arrangement by and amongst
the Company, Samvardhana Motherson Innovative
Solutions Limited ("SMISL"), Samvardhana Motherson
Auto System Private Limited ("SMAS"), Motherson
Machinery and Automations Limited ("MMAL") and
their respective shareholders under Sections 230 to
232 of the Companies Act, 2013. The Scheme, inter-
alia, provides for:

(i) Demerger of Motherson Sintermetal Technology
and Motherson Advanced Tooling Solutions
along with certain investments held by SMISL in
various companies ("Demerged Undertaking")
and thereafter merger of the Demerged
Undertaking with the Company;

(ii) Amalgamation of SMAS with the Company; and

(iii) Amalgamation of MMAL with SMISL.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The details of changes in Company's subsidiaries, joint venture or
associate companies, are as following:

1. Companies became subsidiaries (direct and indirect) during
financial year 2024-25 are as follows:

(a) Subsidiary through acquisition:

The entities acquired during the financial year 2024-25
are annexed in Annexure - A1 to this Board's Report.

(b) Subsidiary through incorporation:

List of subsidiaries incorporated during financial year
2024-25 is annexed in Annexure - A2 to this Board's
Report.

2. Companies which ceased to be subsidiaries during financial
year 2024-25:

List of entities ceased to be subsidiaries during financial
year 2024-2025 is annexed in Annexure - A3 to this Board's
Report.

3. Companies which ceased to become joint venture during
financial year 2024-25:

List of entities which ceased to become joint venture during
the year 2024-25 is annexed in Annexure - A4 to this Board's
Report.

4. Companies which became subsidiaries of the Company
after March 31, 2025:

List of entities which became subsidiaries after March 31,
2025 is annexed in Annexure - A5 to this Board's Report.

5. Subsidiaries in which Independent Directors of the Company
have been appointed as Director:

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors has received declarations from all the
Independent Directors of the Company confirming that they meet
with criteria of independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b)
read with Regulation 25 of the Listing Regulations. The Board is of
the opinion that all Independent Directors are persons of integrity
and possesses relevant expertise and experience.

During current financial year, Independent Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and reimbursement
of expenses incurred for attending meetings of the Board
of Directors, Committee(s) and meeting of the Independent
Directors. The details of remuneration and/ or other benefits
of the Independent Directors are mentioned in the Corporate
Governance Report for the financial year 2024-25.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors presently
comprised of Mr. Naveen Ganzu as the Chairman, Ms. Rekha Sethi
and Mr. Veli Mati Ruotsala as the members. All members of the
Audit Committee are the Independent Directors. During year all
the recommendations made by the Audit Committee were duly
accepted by the Board of Directors.

COMMITTEES OF BOARD

Details on Committees constituted by the Board under
the Companies Act, 2013 and the Listing Regulations, their
composition as well as changes in their composition, if any, during
current financial year and number and dates of meetings of such
Committees held during financial year 2024-25 are disclosed in
Corporate Governance Report which forms part of the Annual
Report.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 2(51) and 203 of the Companies
Act, 2013, during the financial year under review the Company has
following whole-time Key Managerial Personnel ("KMP"):

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL

YEAR AND DATE OF THIS REPORT

(a) The Company has raised funds, inter-alia, by issue of 202,500
Rated, Listed, Unsecured, Redeemable, Non-Convertible
Debentures ("NCDs") on a private placement basis allotted
on June 27, 2025 and maturity date is June 27, 2030. The
coupon rate is 6.80%. The NCD has ISIN: INE775A08113 and
is listed on BSE Limited.

(b) During the current financial year 2025-26, your Company
had allotted 351,81,47,534 equity shares of face value of
Re. 1 (Rupee One) each on account of the issue of Bonus
Shares on July 21, 2025 in the ratio of 1 (one) equity share
against 2 (two) existing equity shares held by the members
as on record date. This is eleventh time the Company has
rewarded its shareholders through a Bonus Issue. Issue
of Bonus shares were approved by Shareholders through
postal ballot for which results were declared on July 5, 2025.
The bonus shares allotted ranks pari passu with the existing
equity shares of the Company in all respects.

After the allotment of Bonus Shares, the paid-up capital
of the Company increased to ' 1055,44,42,601/- (Rupees
One Thousand Fifty Five Crores Forty Four Lakhs Forty
Two Thousand Six Hundred and One only) divided into
1055,44,42,601 (One Thousand Fifty Five Crores Forty Four
Lakhs Forty Two Thousand Six Hundred and One) Equity
Shares of Re. 1/- (Rupee One) each.

(c) In view of the Board of Directors of the Company ("Board"),
Equity-based compensation schemes are an effective means
to reward, retain, and motivate talent within the organization.
In light of the aforesaid, subject to members approval, the
Nomination and Remuneration Committee ("Committee")
and the Board have approved implementation of
'Samvardhana Motherson International Limited - Employee
Stock Option Scheme 2025' ("ESOP 2025"), in their meeting
held on June 06, 2025 and June 19, 2025, respectively. In
terms of ESOP 2025, upto 9,45,00,000 (Nine crore Forty
Five lakhs) employee stock options ("Options") will be
granted to the eligible employees of the Company, Group
Company(ies) and Subsidiary(ies), exclusively working in
India or outside India, exercisable upto 9,45,00,000 (Nine
crore Forty Five lakhs) equity shares of face value of Re. 1/-
(Rupee One only) each fully paid-up. Further, the ESOP 2025
shall be administered through an irrevocable employee
welfare trust namely 'Motherson ESOP Trust' and supervised
by the Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) of the Companies Act, 2013 and
subject to disclosures in the Annual Accounts, Directors state as
under :-

(a) That in preparation of annual accounts for financial year
ended March 31, 2025, the applicable Accounting Standards
have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting
Policies and applied them consistently and made judgment
and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at
the end of the financial year March 31, 2025 and of the profit
of the Company for that period;

(C) That the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) That the Directors have prepared the annual accounts on a
going concern basis;

(e) That the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating effectively;
and

(f) That the Directors have devised proper system to ensure
compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT
Statutory Auditors

As per section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, the Members of the
Company in 35^th AGM approved the re-appointment of M/s. S. R.
Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No.
301003E/E300005), as Statutory Auditors of the Company for the
second term of 5 (five) consecutive years i.e. from the conclusion
of 35^th AGM till the conclusion of 40^th AGM of the Company to be
held in the year 2027.

The notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.

The Auditors Report annexed with this Annual Report, does not
contain any qualification, reservation or adverse remarks. During
Financial Year 2024-25, the Auditors have not reported any matter
under section 143(12) of the Companies Act, 2013, therefore no
detail is required to be disclosed under section 134(3)(ca) of the
Companies Act, 2013.

Secretarial Auditor

In terms of section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, based upon recommendations of the
Audit Committee, the Board of Directors had appointed M/s.
SGS Associates LLP, Company Secretaries (CP No. 1509) as the
Secretarial Auditor of the Company, for conducting the Secretarial
Audit for financial year ended March 31, 2025.

The Report received from the Secretarial Auditor is annexed
herewith and forms integral part of this Report. There has been no
qualification, reservation or adverse remark or disclaimer in their
Report.

During Financial Year 2024-25, the Auditors have not reported
any matter under section 143(12) of the Companies Act, 2013,
therefore no detail is required to be disclosed under section 134(3)
(ca) of the Companies Act, 2013.

On December 12, 2024, the Securities and Exchange Board
of India (SEBI) amended the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to strengthen the
framework for secretarial audits. Effective from April 1, 2025,
the regulations mandate that every listed entity and its material
unlisted subsidiaries incorporated in India must conduct a
secretarial audit. Only Company Secretaries holding a valid peer
review certificate from the Institute of Company Secretaries of
India (ICSI) are eligible to be appointed as secretarial auditors.
The tenure of a secretarial auditor has been restricted to one
term of five consecutive years for individuals and two terms
of five years each for firms, followed by a mandatory five-year
cooling-off period before reappointment. Appointments and
reappointments must be approved by shareholders in the
Annual General Meeting, based on the Board's recommendation.
Existing auditor associations prior to March 31, 2025, will not
count toward the newly prescribed tenure limits.

Based on the recommendation of the Board in its meeting held
on July 24, 2025, M/s. SGS Associates LLP, Company Secretaries
(CP No. 1509) is proposed to be appointed as Secretatiral Auditors

of the Company to hold office for a term of five consecutive
years commencing from financial year 2025-26 till financial year
2029-30 subject to the approval of shareholders as per Listing
Regulations read with section 204 of the Companies Act, 2013
and rules thereunder.

Cost Auditor

The maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies
Act, 2013, is required by the Company and accordingly such
accounts and records have been prepared and maintained by the
Company for financial year 2024-25.

As per recommendation of the Audit Committee, the Board of
Directors has appointed M/s. M.R. Vyas & Associates, Cost and
Management Accountants (Registration No. 101394) as Cost
Auditor for conducting the audit of cost records of the Company
for financial year 2024-25.

During Financial Year 2024-25, the Auditors have not reported
any matter under section 143(12) of the Companies Act, 2013,
therefore no detail is required to be disclosed under section 134(3)
(ca) of the Companies Act, 2013.

AWARDS & RECOGNITIONS

During financial year 2024-25, the Company had received various
awards and recognitions, which have been described in "Awards
and Recognition" section, forming part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, Investments made, guarantees given
and securities provided along with purpose for which loan or
guarantee, or security is proposed to be utilized by recipient are
provided in standalone financial statement. Please refer Note No.
6(a), 6(b) and 7 to the standalone financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

Pursuant to Policy on the Related Party Transaction of the
Company, all contracts / arrangements / transactions entered by
the Company during financial year with related parties which were
on arm's length basis and were in ordinary course of business were
approved by the Audit Committee. During the year the Company
had not entered into any contract / arrangement/ transaction
with related parties which could be considered material for which
shareholders' approval is required in accordance with provisions
of the Companies Act, 2013.

Pursuant to provision of applicable Listing Regulations, all related
party transactions are placed before the Audit Committee for
approval including transaction under section 188 of the Companies
Act, 2013 and regulation 23 of Listing Regulations.

Prior omnibus approval of the Audit Committee has been
obtained for transactions which are foreseen and repetitive in
nature. Also, where need for related party transaction cannot be
foreseen, Audit Committee granted omnibus approval for such
transactions having value upto rupees one crore per transaction.
The transactions entered into pursuant to omnibus approval were
presented to the Audit Committee on quarterly basis by way of a
statement giving details of all related party transactions.

The Company has developed a Related Party Transactions Manual,
Standard Operating Procedures for purpose of identification and
monitoring of such transactions. The policy on Related Party
Transactions as approved by the Board and amended from time
to time is uploaded on the Company's website.

All material related party transactions and their material
modifications, if any, were entered into after being approved by
the Company's shareholders.

The Company did not have any contracts or arrangements with
related parties that fall under the scope of Section 188(1) of the
Companies Act, 2013. The disclosure of related party transactions
conducted on an arm's length basis as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 for the
financial year 2024-25 enclosed as Annexure 'C1' and form part
of the Report.

Details of related party transactions entered into by the Company,
in terms of Ind AS-24 have been disclosed in the Note No. 40
to standalone financial statement which sets out related party
disclosures.

Approval of Related Party Transactions pursuant to SEBI
Listing Regulations

Pursuant to the SEBI Listing Regulations and basis the
recommendation of the Audit Committee, shareholders of the
Company at its Annual General Meeting held on August 29, 2024
granted their approval for entering into contract(s) /agreements(s)
/ arrangement(s) / transaction(s), between the Company and/
or its subsidiaries and/or its joint ventures on the one hand, with
following counter- parties:

(1) Motherson Sumi Wiring India Limited; and

(2) SEI Thai Electric Conductor Co., Ltd., Thailand.

The shareholders of the Company in the said meeting had
approved aforesaid related party transactions, as more particularly
mentioned in the Notice for the meeting read with the explanatory
statement attached thereto pursuant to section 102 of the
Companies Act, 2013.

The Notice convening the said meeting along with the voting
results can be viewed on the website of the Company at
www.motherson.com.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under section 134(3)(m) of the Companies Act, 2013,
read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in
Annexure - B to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required
under section 197 of the Companies Act, 2013 read with rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure - C to this Report.

The Statement containing the particulars of top 10 employees
as required under section 197(12) of the Companies Act, 2013
read with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other
applicable rules (if any), is provided in a separate annexure. Further,
the report and the accounts are being sent to the members
excluding the aforesaid annexure. In terms of section 136 of the
Companies Act, 2013 the said annexure is open for inspection at
the registered office of the Company during the working hours
for a period of twenty-one days before the date of the AGM. Any

member interested in obtaining a copy of the same may write to
the Company.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure compliance
with the provisions of Corporate Governance as prescribed
under the Listing Regulations. A separate section on Corporate
Governance, forming a part of Annual Report and the requisite
certificate from the Company's Auditors confirming compliance
with the conditions of Corporate Governance is attached to the
report on Corporate Governance.

DISCLOSURE REQUIREMENT

Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report ('BRSR'), in the
prescribed format is available as a separate section of the Annual
Report and is also available on the Company's website at www.
motherson.com. In terms of Listing Regulations, the Company has
obtained, BRSR Reasonable assurance on BRSR Core Indicators
from M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm
Registration No. 301003E/E300005).

Dividend Distribution Policy:

As per regulation 43A of the Listing Regulations, the Dividend
Distribution Policy of the Company is disclosed in the Corporate
Governance Report and the said Policy is also uploaded on the
Company's website.

LISTING OF SECURITIES
A. EQUITY SHARES

The Equity shares of the Company are presently listed at
the National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE).

* The NCD issued on 25.11.2021 vide ISIN No.

INE775A08055 was redeemed on the maturity date i.e.
25.11.2024.

** The NCD issued on 08.12.2021 vide ISIN No.

INE775A08071 was repaid 07.12.2024.

C. CCD

The 150,000 6.50% CCD of face value ' 100,000 each are
listed on NSE and BSE.

The listing fees for the financial year 2024-25 for Equity Shares,
NCDs and CCD have been paid to the said Stock Exchanges.

The Company's equity shares continue to remain listed on NSE
and BSE.

INTERNAL CONTROL

The Company has an Internal Control System commensurate
with the size, scale and complexity of its operations. To maintain
its objectivity and independence, the Internal Audit Reports are
presented directly to the Audit Committee.

Details about Internal controls and their adequacy are set out in
the Management Discussion & Analysis Report which forms part
of this report.

RISK MANAGEMENT

The Board of Directors had constituted Risk Management
Committee to assist the Board with regard to the identification,
evaluation and mitigation of strategic, operational, external
environment and cyber security risks and in fulfilling its corporate
governance oversight responsibilities and to develop policy
for actions associated to mitigate the risks. The Committee is
responsible for reviewing the risk management plan and ensuring
its effectiveness. The major risks identified by the businesses and
functions are systematically addressed through mitigating actions
on a continual basis.

The Risk Management Policy for the Company is uploaded on
the Company's website. The development and implementation
of risk management policy has been covered in the Management
Discussion and Analysis Report, which forms part of the Annual
Report.

The terms of reference of the Risk Management Committee is
provided in the Corporate Governance Report. The Company

has also formulated a Risk Management Policy (RMC Policy). The
RMC Policy is available on the website of the Company at www.
motherson.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

During the financial year 2024-25 under review, no such order
is passed by any Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future
operations other than the orders mentioned herein above.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of section 135 of the
Companies Act, 2013, the Company has a Corporate Social
Responsibility Committee ("CSR Committee"). The CSR
Committee comprises of Mr. Vivek Chaand Sehgal, Chairman, Ms.
Rekha Sethi, Independent Director and Mr. Laksh Vaaman Sehgal,
Non-Executive Director.

The terms of reference of the CSR Committee is provided in the
Corporate Governance Report. The Company has also formulated
a Corporate Social Responsibility Policy (CSR Policy). The CSR
Policy is available on the website of the Company at www.
motherson.com.

Annual report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been
appended as Annexure - D and forms integral part of this Report.
The Company has engaged M/s. KPMG Assurance and Consulting
Services LLP, an Independent Agency, to conduct the impact
assessment of the CSR initiatives undertaken for the Financial
Year 2024-25. The impact assessment reports are available on the
website of the Company at www.motherson.com.

Further, the Vice President Finance of the Company has certified
that CSR spends of the Company for Financial Year 2024-2025
have been utilised for the purpose and in the manner approved by
the Board of Directors of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism which
incorporates a whistle blower policy in terms of the Companies
Act, 2013 and the Listing Regulations for Directors and employees
to report their genuine concerns. The objective of the Policy is
to create a window for any person who observes an unethical
behavior, actual or suspected fraud, or violation of the Company's

Code of Conduct or ethics policy (hereinafter "Unethical and
Improper Practices"), either organizationally or individually, to be
able to raise it and to provide for adequate safeguards against
victimization of whistle blower and also to provide for direct
access to the Chairperson of the Audit Committee.

Thought Arbitrage Consultancy has been appointed by the Board
of Directors as an independent external ombudsman under this
Whistle-blower Mechanism.

Protected Disclosure can be made by a Whistle Blower through
an e-mail or dedicated telephone line or a letter to the Thought
Arbitrage Consultancy or to the Chairman of the Audit Committee.
The Whistle Blower Policy is available on the Company's website at
www.motherson.com.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with
section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the
annual return in the prescribed format for the financial year 2024¬
25 is available on the website of the Company at www.motherson.
com.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 and
Secretarial Standard 2 relating to 'Meeting of Board of Directors'
and 'General Meetings' respectively, as specified by the Institute
of Company Secretaries of India constituted under section 3 of
the Company Secretaries Act, 1980 (56 of 1980), and approved as
such by the Central Government.

HUMAN RESOURCES

The relations with the employees and associates continued to
remain cordial throughout the year. The Directors of the Company
wish to place on record their appreciation for the excellent team
spirit and dedication displayed by the employees of the Company.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDERSSAL)
ACT, 2013

The Company has zero tolerance towards sexual harassment at
the workplace and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act"). The Internal Committee
composed of internal members and an external member who has
extensive experience in the field.

During the financial year 2024-25, there were 'zero' complaints
filed under the provisions of POSH Act. The details are mentioned
as below-

During the year, the Company held awareness programmes for
educating employees for prevention and reporting harassment
cases.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Company has complied with all the applicable provisions of
Maternity Benefit Act, 1961.

GREEN INITIATIVES

Notice of AGM along with Annual Report 2024-25 is being sent
only through electronic mode to those Members whose email
addresses are registered with the Company / Depositories.
Members may note that the Notice and Annual Report
2024-25 will also be available on the Company's website
www.motherson.com, websites of the Stock Exchanges i.e. BSE
Limited and National Stock Exchange of India Limited at www.
bseindia.com and www.nseindia.com respectively. The above is
in compliance with General Circular No. 14/2020 dated April 8,
2020 read with General Circular No. 17/2020 dated April 13, 2020,
General Circular No. 20/2020 dated May 5, 2020, General Circular
No. 22/2020 dated June 15, 2020, General Circular No. 33/2020
dated September 28, 2020, General Circular No. 39/2020 dated
December 31, 2020, General Circular No. 02/2021 dated January
13, 2021, General Circular No. 20/2021 dated December 08, 2021,
General Circular No. 2/2022 dated May 5, 2022, General Circular
No. 10/2022 dated December 28, 2022 General Circular No.
09/2023 dated September 25, 2023, General Circular No 09/2024

dated September 19,2024 and Circular no. SEBI/HO/CFD/CFD-

PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by the SEBI.

OTHER AFFIRMATIONS

Pursuant to the provisions of Companies (Accounts) Rules, 2014,

the Company affirms that for the year ended on March 31, 2025:

a) There were no proceedings, either filed by the Company or
against the Company, pedning under the Insolvency and
Bankruptcy Code, 2016, before the National Company Law
Tribunal or any other court.

b) There was no instance of one-time settlement with any bank
of financial institution.

c) There were no material changes and commitments affecting
the financial position of the Company between the end of
the financial year and the date of this Report.

d) There has been no change in the nature of business of the
Company during the financial year ended on March 31, 2025.

e) No amount has been transferred to Reserves by the
Company during the financial year ended on March 31, 2025.

f) There was no revision of financial statement and Board's
Report of the Company during the year under review.

ACKNOWLEDGEMENT

Board of Directors would like to place on record their sincere
appreciation for the wholehearted support and contributions
made by all the employees of the Company as well as customers,
suppliers, bankers, investors and other authorities. Our consistent
growth was made possible by their hard work, solidarity,
cooperation and support.

The Directors also thank the Government of various countries,
Government of India, State Governments in India and concerned
Government Departments/Agencies for their co-operation,
support and look forward to their continued support in the future.

Last but not the least the Board of Directors wish to thank all the
stakeholders of the Company and Sumitomo Wiring Systems
Limited, Japan for their continuous support.

For and on behalf of the Board
For Samvardhana Motherson International Limited

Vivek Chaand Sehgal

Place : Noida Chairman

Date : July 24, 2025 DIN:00291126