We have audited the accompanying standalone financial
statements of Samvardhana Motherson International Limited (the
"Company"), which comprise the Balance Sheet as at March 31
2026, the Statement of Profit and Loss, including the Statement of
Other Comprehensive Income, the Cash Flow Statement and the
Statement of Changes in Equity for the year then ended, and
notes to the standalone financial statements, including a
summary of material accounting policies and other explanatory
information in which are included the financial statement of
Motherson ESOP Trust which has been audited by other auditors
for the year ended on that date.

In our opinion and to the best of our information and according to
the explanations given to us and based on the consideration of
report of other auditor on separate financial statements and on
the other financial information of the Motherson ESOP Trust, the
aforesaid standalone financial statements give the information
required by the Companies Act, 2013, as amended ("the Act") in
the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2026, its profit
including other comprehensive income, its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs), as specified
under Section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor's Responsibilities

for the Audit of the Standalone Financial Statements' section of
our report. We are independent of the Company in accordance
with the 'Code of Ethics' issued by the Institute of Chartered
Accountants of India together with the ethical requirements that
are relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31, 2026.
These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.

We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's responsibilities for
the audit of the standalone financial statements section of our
report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the standalone financial statements. The results of our audit
procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the
accompanying standalone financial statements.

Other Information

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report but does not include the standalone
financial statements and our auditor's report thereon. The Annual
report is expected to be made available to us after the date of this
auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so,
consider whether such other information is materially inconsistent
with the standalone financial statements, or our knowledge
obtained in the audit or otherwise appears to be materially
misstated.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or
error.

In preparing the standalone financial statements, management is
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those charged with governance are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control;

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)(i) of
the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial
controls with reference to financial statements in place and
the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management;

• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future events
or conditions may cause the Company to cease to continue
as a going concern;

• Evaluate the overall presentation, structure and content of
the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the
financial information of the Company of which we are the
independent auditors to express an opinion on the
standalone financial statements. We are responsible for the
direction, supervision and performance of the audit of the
financial statements of the components which have been
audited by us. For the Motherson ESOP Trust included in the
standalone financial statements, which have been audited
by other auditor, such other auditor remains responsible for
the direction, supervision and performance of the audits
carried out by them. We remain solely responsible for our
audit opinion.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements for
the financial year ended March 31, 2026 and are therefore the key
audit matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.

Other Matter

We did not audit the financial statements and other financial
information of Motherson ESOP Trust included in the
accompanying standalone financial statements of the Company
whose financial statements and other financial information reflect
total assets of INR 2,798 million as at March 31, 2026 and the total
revenues of INR 8 million and net cash inflow of INR 2 million for
the year ended on that date. The financial statements/information
of Motherson ESOP Trust have been audited by the other auditor
whose report have been furnished to us, and our opinion in so far
as it relates to the amounts and disclosures included in respect of
Motherson ESOP Trust, is based solely on the report of such
auditor. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (sAuditor's Report) Order,
2020 ("the Order"), issued by the Central Government of
India in terms of sub-section (11) of Section 143 of the Act,
we give in the "Annexure 1" a statement on the matters
specified in paragraphs 3 and 4 of the Order. The Order is
not applicable to Motherson ESOP Trust.

2. Section 143(3) of the Act is not applicable to Motherson
ESOP Trust. As required by Section 143(3) of the Act, we
report to the extent applicable, that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it
appears from our examination of those books.;

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended;

(e) On the basis of the written representations received
from the directors as on March 31, 2026 taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 2026 from being
appointed as a director in terms of Section 164 (2) of
the Act;

(f) With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure 2"
to this report;

(g) In our opinion, the managerial remuneration for the
year ended March 31, 2026 has been paid / provided
by the Company to its directors in accordance with
the provisions of Section 197 read with Schedule V to
the Act;

(h) With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements - Refer Note 43
to the standalone financial statements;

ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses, if any,
on long-term contracts including derivative
contracts - Refer Note 37 to the standalone
financial statements;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company

iv. a) The management has represented that, to

the best of its knowledge and belief, as
disclosed in the note 53(iii) to the
standalone financial statements, no funds
have been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind of
funds) by the Company to or in any other
persons or entities, including foreign
entities ("Intermediaries"), with the
understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the Company ("Ultimate Beneficiaries")
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to
the best of its knowledge and belief, as
disclosed in the note 53(ii) to the
standalone financial statements, no funds
have been received by the Company from
any persons or entities, including foreign
entities ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

c) Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing

has come to our notice that has caused us
to believe that the representations under
sub-clause (a) and (b) contain any material
misstatement.

v. The final dividend paid by the Company during
the year, that was declared in respect of the
previous year, is in accordance with Section 123
of the Act to the extent it applies to payment of
dividend.

The interim dividend declared and paid by the
Company until the date of this audit report is in
accordance with Section 123 of the Act.

As stated in note 39 to the standalone financial
statements, the Board of Directors of the
Company have proposed final dividend for the
year which is subject to the approval of the
members at the ensuing Annual General
Meeting. The dividend declared is in accordance
with Section 123 of the Act to the extent it applies
to declaration of dividend.

vi. Based on our examination which included test
checks, the Company has used multiple
accounting softwares for maintaining its books
of account which have a feature of recording

audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the softwares. Further,
during the course of our audit we did not come
across any instance of audit trail feature being
tampered with, in respect of accounting
software used for maintaining its books of
accounts. Additionally, the audit trail of relevant
prior years has been preserved by the Company
as per the statutory requirements for record
retention, to the extent it was enabled and
recorded in the respective year, as stated in Note
57 to the standalone financial statements.

For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Ashok Narayanaswamy

Partner

Membership Number: 095665
UDIN: 26095665DXGLKM4748

Place of Signature: Gurugram
Date: May 20, 2026