Your directors have pleasure in presenting 39^th (Thirty-Ninth) Annual Report together with the audited financial statements of the
Company for financial year ended March 31, 2026. The consolidated performance of the Company and its subsidiaries have been
referred to wherever required.

FINANCIAL RESULTS

The summarized financial results for the financial year ended March 31, 2026, and for previous financial year ended March 31, 2025, are
as follows:

OPERATIONS AND PERFORMANCE

On consolidated basis for financial year 2025-26, the Company achieved total revenue from operations of INR 1,261,037 million as
compared to revenue of INR 1,136,626 million of the previous financial year ended March 31, 2025, reflecting an increase of 10.95% from
previous year. Consolidated Profit After Tax for financial year is at INR 38,597 million as compared to the previous year of INR 38,030
million reflecting an increase of 1.49% from previous year.

On standalone basis, the Company achieved total revenue from operations of INR 123,741 million of current financial year ended
March 31, 2026, as compared to its total revenue of INR 101,868 million of previous financial year, reflecting an increase of 21.47% from
previous financial year. The Profit After Tax for year ended March 31, 2026, is INR 17,962 million as compared to INR 15,770 million of
previous financial year, reflecting an increase of 13.90% from previous year.

The profit available for appropriation as at March 31, 2026, is INR 60,798 million and the same amount is being carried over as profit for
the year to the Statement of Changes in Equity to the next year. The above amount would be further reduced by final dividend of INR
2,639 million, if approved by the shareholders at the annual general meeting.

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

CHANGE IN CAPITAL /CAPITAL STRUCTURE / FUND RAISING

A. Equity Shares

The Board of Directors of the Company at its meeting held on May 29, 2025, and shareholders of the Company through postal
ballot effective from July 05, 2025, had approved the issuance of bonus shares. Subsequently on July 21, 2025, the Board of
Directors of the Company had allotted 351,81,47,534 (Three hundred fifty one crore eighty one lakh forty seven thousand five
hundred thirty four) equity shares of face value of INR 1 (Rupee One) each in the ratio of 1 (one) equity share against 2 (two) existing
equity shares held by the members as on record date.

After the allotment of bonus shares, the paid-up capital of the Company increased to INR 10,55,44,42,601 (Rupees Ten Hundred
Fifty-Five Crore Forty-Four Lakh Forty-Two Thousand Six Hundred One Only) divided into 10,55,44,42,601 (Ten Hundred Fifty-Five
Crore Forty-Four Lakh Forty-Two Thousand Six Hundred One) equity shares of INR 1 (Rupee One) each.

B. Non-Convertible Debentures

During the financial year 2025-26, the Company has raised funds, inter-alia, by issue of Non-Convertible Debentures ("NCDs") on a
private placement basis, allotted on June 27, 2025.

The key terms of issuance of NCDs are as below:

C. Commercial Paper

During financial year 2025-26, the Company has raised funds, inter-alia, by issue of Listed Commercial Paper(s), as below:

DIVIDEND

A. Interim Dividend

During the financial year 2025-26, the Board of Directors, in its meeting held on Thursday, March 19, 2026, declared an Interim
Dividend of INR 0.35 (Thirty-five paise only) per equity share of face value INR1 (Rupee one) each, aggregating to INR 3,694 million
for the financial year 2025-26.

B. Final Dividend

In addition to the interim dividend, the Directors are pleased to recommend for approval of members a payment of dividend of
INR 0.25 (Twenty-five paise only) per equity share face value of INR 1 (Rupee one) each on the share capital of the Company for
financial year ended March 31, 2026, to equity shareholders. The dividend, if approved by members, would involve total cash
outflow on account of dividend of INR 2,639 million.

The payout of interim and final dividend together would be 35.2% of standalone profits of the Company and 16.4% of consolidated
profits of the Company for the financial year ended March 31, 2026.

The total dividend for financial year 2025-26 would aggregate to INR 0.60 (Sixty paise only) per equity share, as against INR 0.57
(Fifty-seven paise only) post bonus per equity share paid for financial year 2024-25.

CREDIT RATING
A. Domestic

The domestic credit ratings obtained for the Company and all debt instruments in India as on March 31, 2026, 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, 2026, are as below:

a) Samvardhana Motherson International Limited ("SAMIL" or the "Company"):

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

* Credit rating withdrawn.

# Credit rating dropped, since the bond matured in June 2025.

c) Motherson Global Investment B.V., Netherlands ("MGIBV"):

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

EMPLOYEE STOCK OPTION PLAN ("ESOP")

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
view of the afore-mentioned and as per recommendation of the
Nomination and Remuneration Committee, the Board 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.
Further the shareholders have inter-alia approved ESOP 2025
through Postal Ballot effective from August 22, 2025. In terms of
ESOP 2025, upto 94,500,000 (Ninety Four Miilion Five Hundred
Thousand) 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 94,500,000 (Ninety Four Miilion Five Hundred
Thousand) equity shares of face value of INR 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. Post approval of
the shareholders, the Company has received in-principle listing
approval from BSE Limited ("BSE") and National Stock Exchange
of India Limited ("NSE"), vide their letters dated December 2,
2025 and December 3, 2025, respectively. Further, the Company
submitted the trust deed of Motherson ESOP Trust to the Stock
Exchanges on November 7, 2025.

Further, the disclosure pursuant to Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and as per Rule 12 of the Companies (Share
Capital and Debentures) Rules, 2014 is annexed as Annexure- A.

ESOP 2025, instituted by the Company is in compliance with
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. Disclosures in
compliance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021, are uploaded on the website of the Company at www.
motherson.com. Furthermore, the Company has adhered to the
applicable accounting standards in this regard.

During the financial year under review, the Company has not
granted any options to the eligible employees of the Company.

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, 2026.

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 2025-26 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 YEAR2025-26

I. Acquisition

A. New Acquisition(s) announced during the year

a) The Board of Directors of the Company at its meeting
held on May 15, 2025, inter-alia, approved the
acquisition by Motherson Technology Service SG
Pte. Ltd., a step-down subsidiary of the Company, of
the remaining 14.29% stake in Motherson Technology
Services Kabushiki Gaisha. The acquisition was
completed on June 30, 2025.

b) The Board of Directors of the Company at its meeting
held on June 19, 2025, inter-alia, approved the
execution of Power Delivery Agreements with HR
Dhauliganga Private Limited ("HRDPL") by the Company
and its subsidiaries for sourcing renewable energy from
a dedicated solar captive power plant. The Company
and its subsidiaries also approved the acquisition of an
aggregate 28.15% stake in HRDPL, a special purpose
vehicle established by Hinduja Renewables Energy
Private Limited. The acquisition is expected to be
completed during first quarter of financial year 2026-27.

c) The Board of Directors of the Company at its meeting
held on June 19, 2025, inter-alia, approved acquisition
of remaining 25% stake of SMR Plast Met Molds and
Tools Turkey Kalip Imalat Anonim §irketi ("SMR Molds")
and SMR Plast Met Automotive Tec Turkey Plastik Imalat

Anonim §irketi ("SMR Automotive") by Motherson
SAS Turkey Otomotiv Servis Ticaret Limited Sirketi,
an indirect wholly owned subsidiary of the Company.
The acquisition was completed on September 09,
2025. Consequently, SMR Molds and SMR Automotive
became an indirect wholly owned subsidiaries of the
Company.

d) The Board of Directors of the Company at its meeting
held on August 29, 2025, inter-alia, approved the
acquisition, through Motherson Global Investments
B.V. ("MGI B.V."), indirect wholly owned subsidiary,
of 81% stake with voting rights in Yutaka Giken Co.,
Ltd. ("YGCL"), a company listed on the Tokyo Stock
Exchange and 11% stake in Shinnichi Kogyo Co., Ltd.,
a subsidiary of YGCL. The Board also approved the
acquisition of 100% of the share capital of Yutaka
Autoparts India Private Limited ("YAIPL") from YGCL.
The Company executed a Share Purchase Agreement
for the acquisition of YAIPL and completed the
transaction on March 16, 2026. Consequently, YAIPL
became a wholly owned subsidiary of the Company.
Further, MGI B.V. completed the tender offer process
for acquisition of shares of YGCL on March 10, 2026
and the remaining steps for completion of the
acquisition are in progress.

e) The Board of Directors of the Company at its meeting
held on August 29, 2025, inter-alia, approved the
acquisition of an additional 20% stake in Youngshin
Motherson Auto Tech Limited ("YMAT") from Youngshin
Components Co. Ltd., South Korea. The acquisition was
completed on October 9, 2025. Consequently, YMAT
became a wholly owned subsidiary of the Company.

f) The Board of Directors of the Company at its meeting
held on October 29, 2025, inter-alia, approved the
acquisition of the business and assets of the Rubbertec
Group, as a going concern, through its indirect
subsidiary namely Motherson Elastomers Pty Ltd.

g) The Board of Directors of the Company at its meeting
held on November 13, 2025, inter-alia, approved the
acquisition of Onega Solar Power Limited ("OSPL-
SPV"), a special purpose vehicle established for the
development of a 15 MWp Group Captive Solar Project

in the State of Uttar Pradesh, through its wholly owned
subsidiary namely Motherson New Energy Limited.
The project intended to support the renewable
energy requirements of the Motherson Group while
advancing its sustainability objectives and reducing
the carbon footprint of its domestic operations. The
acquisition was completed on December 24, 2025.
Consequently, OSPL-SPV became an indirect wholly
owned subsidiary of the Company.

h) The Board of Directors of the Company at its meeting
held on December 4, 2025, inter-alia, approved the
acquisition of the remaining 10% stake in Motherson
Lumen Systems South Africa Pty Ltd. ("Motherson
Lumen SA") by Motherson Lumen Holding Ltd., an
indirect wholly owned subsidiary of the Company, The
acquisition was completed on December 10, 2025.
Consequently, Motherson Lumen SA became an
indirect wholly owned subsidiary of the Company.

i) The Board of Directors of the Company at its meeting
held on December 22, 2025, inter-alia, approved the
acquisition by Motherson Global Investments B.V., an
indirect wholly owned subsidiary of the Company, of
the business, including assets and certain real estate,
of Nexans auto electric GmbH and Elektrokontact
GmbH, together with the shares held in their foreign
subsidiaries. The above acquisition was undertaken
pursuant to a master framework agreement and
inter-alia through series of share and asset purchase
agreements covering the relevant subsidiaries and
assets.

B. Status update of the prevoius Acquisitions/ Acquisitions
closed during the year

The Board of Directors of the Company at its meeting held
on December 14, 2024, inter-alia, considered and approved
the acquisition, through SMP Automotive Produtos
Automotivos Do Brasil Ltda. ("SMP Brasil"), a 100% subsidiary
of Samvardhana Motherson Automotive Systems Group
B.V., of 100% equity stake in Baldi Industria E Comercio
Ltda. ("Baldi"). The above acquisition was completed on
May 2, 2025 and SMP Brasil acquired 100% equity stake in
Baldi. Consequently, Baldi became an indirect wholly owned
subsidiary of the Company.

II. Investments / Joint Ventures

A. New Investments/ Joint Ventures announced during

the year

a) The Board of Directors of the Company at its meeting
held on June 19, 2025, inter-alia, approved the execution
of a Joint Venture Agreement ("JVA") with Egtronics Co.
Ltd. ("Egtronics"), a company listed on KOSDAQ, South
Korea, to establish a strategic partnership through the
Company's Wiring Harness Division. The Company
executed the JVA with Egtronics and incorporated
Motherson Egtronics Electronics Solutions Limited
to achieve the objectives of the JVA. The Company
completed the formation of joint venture on January
07, 2026. The joint venture became operational and,
consequently, Motherson Egtronics Electronics
Solutions Limited is held by the Company (along with
its nominee shareholders) and Egtronics in the ratio of
51% and 49%, respectively.

b) The Board of Directors of the Company at its meeting
held on August 1, 2025, inter-alia, approved the
execution of a Joint Venture Agreement ("JVA") with
Macauto Industrial Co., Ltd. ("Macauto"), a company
listed on the Taiwan Stock Exchange Corporation,
to establish a strategic partnership through the
Company's Modules & Polymer Products Division.
The Company executed the JVA with Macauto and
incorporated Motherson Macauto Solutions Limited
("MMASL") to achieve the objectives of the JVA. the
joint venture became operational on February 27, 2026
and consequently, MMASL is held by the Company
(along with its nominee shareholders) and Macauto
(along with its nominee shareholders) in the ratio of
50% 1 share and 50% - 1 share, respectively.

c) The Board of Directors of the Company at its
meeting held on October 29, 2025, inter-alia,
approved an investment of up to USD 2 million, in
multiple milestone-linked tranches, in Rider Dome
Pte. Ltd. ("Rider Dome"), a company incorporated
under the laws of Singapore, through its wholly
owned subsidiary namely MSSL (S) Pte Ltd. ("MSSL-
Singapore"). MSSL-Singapore completed the initial
investment of USD 0.5 million comprising of USD 0.2
million in primary equity and USD 0.3 million in 12%

optionally convertible secured notes. Consequently,
Rider Dome allotted 10% equity stake and the
afore-mentioned optionally convertible secured notes
to MSSL-Singapore on October 30, 2025. Further,
upon successful completion of certain financial and
commercial milestones as per agreed specifications
and associated conditions to be achieved by FY
2028, the company will further invest USD 1.5 million
in 12% optionally convertible secured note in multiple
tranches.

d) The Board of Directors at its meeting held on March
19, 2026, inter-alia, approved the execution of a Joint
Venture Agreement ("JVA") with Hellmann Worldwide
Logistics (MESA) Holding Limited ("Hellmann"), a
company incorporated under the laws of Dubai
International Financial Centre, United Arab Emirates,
to establish a strategic partnership through the
Company's Logistics Solutions Division for providing
integrated third-party and fourth-party logistics
services globally (excluding Japan). The Company
executed the JVA with Hellmann on March 25, 2026
and the strategic relationship will be operational
through a joint venture company to be incorporated in
Dubai, UAE.

B. Status update of the previous Investments/ JointVentures

a) The Board of Directors of the Company at its meeting
held on January 24, 2025, inter-alia, considered and
approved the sale of assets, including fixed assets and
inventory and the transfer of employees and business
contracts of Marelli Motherson Auto Suspension Parts
Private Limited, a 50:50 joint venture between Marelli
Europe S.P.A. and the Company. The transaction was
successfully completed on April 1, 2025.

b) The Board of Directors of the Company at its meeting
held on January 18, 2024, inter-alia, considered and
approved the execution of Securities Subscription
Agreement, Shareholders Agreement and Technology
Support Agreement ("Definitive Agreements") by
Samvardhana Motherson Innovative Solutions Limited
("SMISL"), a wholly owned subsidiary of the Company
with BIEL Crystal (Singapore) Private Limited ("BIEL")
and pursuant to the Definitive Agreements, BIEL has

made an initial primary investment in Motherson
Electronic Components Private Limited ("MECPL") to
subscribe 0.01% Cumulative Compulsory Convertible
Preference Shares ("CCPS") with a tenure of 5 (five)
years from the date of the issuance and allotment.
Consequent to the allotment of above CCPS, SMISL
holds 90%, and BIEL holds 10% of the issued and paid-
up share capital of MECPL on a fully diluted basis.

c) The Board of Directors of the Company at its meeting
held on March 21, 2025, inter-alia, considered and
approved the subscription and allotment of 9.25%
Compulsory Convertible Debentures ("CCDs") of
face value INR 100,000 each (Rupees One Lakh
Only) aggregating upto INR 1,750,000,000 (Rupees
One Thousand Seven Hundred Fifty Million Only) by
CIM Tools Private Limited ("CIM Tools") 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 from 55% to 68.14%.

III. Other Material Developments

T he Board of Directors of the Company at its meeting held
on August 29, 2025, has, inter- alia, considered and approved
for undertaking the Scheme for Reduction of Share Capital
by Motherson Technology Services Limited ("MTSL"),
subsidiary of the Company, under Section 66 and other
applicable provisions of the Companies Act, 2013, subject
to approval of Hon'ble National Company Law Tribunal.
The Company holds 92.96% shareholding in MTSL and post
selective reduction of equity share capital by MTSL of certain
shareholders, MTSL will become a wholly owned subsidiary
of the Company. In this regard, due to ongoing regulatory
process, the transaction is estimated to be completed by
second quarter of financial year 2026-27.

MATERIAL CHANGES BETWEEN THE END OF FINANCIALYEAR AND DATE OF THIS REPORT

I. Acquisitions:

a) T he Board of Directors of the Company at its meeting
held on April 27, 2026, inter-alia, considered and approved
acquisition through its 100% step down subsidiary, namely,
MSSL Global RSA Module Engineering Limited ("MSSL RSA")
of 49% of equity share capital of Vacuform 2000 Proprietary
Limited ("Vacuform") from the initial promoters of Vacuform,
subject to satisfactory completion of conditions precedent.
Post completion of afore-mentioned acquisition, the

intervening gap between two consecutive meetings was not
more than one hundred and twenty (120) days as prescribed by
the Companies Act, 2013 and the Listing Regulations.

DIRECTORS

During the financial year 2025-26, the following were the changes
made in the Board of Directors of the Company:

1. The Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration
Committee, in its meeting held on September 25, 2025
appointed Mr. Dinesh Kumar Khara (DIN: 06737041) as
an Additional Independent Director, not liable to retire
by rotation, for a period of 5 (five) years commencing
from September 25, 2025 to September 24, 2030. The
appointment was approved by the shareholders of the
Company through postal ballot on December 21, 2025.

2. Mr. Naveen Ganzu (DIN: 00094595), upon completion of
his second term as an Independent Director, ceased to be
an Independent Director on the Board of the Company with
effect from October 13, 2025.

The members in 34th Annual General Meeting ("AGM") held on
September 17, 2021, inter-alia, appointed Ms. Rekha Sethi as an
Independent Director to hold office for five (5) consecutive years
for a term upto August 09, 2026. Ms. Rekha Sethi is eligible for
re-appointment for a second term of five (5) consecutive years.
Accordingly, pursuant to the provisions of the Companies Act,
2013 and Listing Regulations, based on the recommendation
of the Nomination and Remuneration Committee, the Board
recommends to the members for the re- appointment of Ms.
Rekha Sethi as an Independent Director for second term of five
(5) consecutive years, as mentioned in the notice convening 39th
AGM of the Company.

The members of the Company in their 30th AGM held on
September 17, 2021, re-appointed Mr. Pankaj Mital as Whole-time
Director designated as Chief Operating Officer for a period from
October 1, 2021 to September 30, 2026. Further, the shareholders
of the Company vide Postal Ballot approval on December 21,
2025 had, inter-alia, re-designated Mr. Pankaj Mital as Whole-time
Director and President-SAMIL. Considering the recommendation
of the Nomination and Remuneration Committee and keeping
in view of vast experience of Mr. Pankaj Mital in the Automobile
Industry, the Board of Directors in its meeting held on June 23,
2026, subject to approval of the shareholders, had re-appointed

Mr. Pankaj Mital, as Whole-time Director and President-SAMIL of
the Company for a further period of five (5) years effective from
October 1, 2026 to September 30, 2031, liable to retire by rotation.
The Board recommends re-appointment of Mr. Pankaj Mital as
Whole-time Director and President-SAMIL of the Company for
approval of the shareholders at the ensuing 39th AGM of the
Company.

As per the provisions of the Companies Act 2013 and the Articles
of Association of the Company, Mr. Laksh Vaaman Sehgal (DIN:
00048584), Director of the Company, is liable to retire by rotation
in ensuing Annual General Meeting. Mr. Laksh Vaaman Sehgal,
being eligible, seeks his re-appointment. Accordingly, the Board
of Directors recommend re- appointment of Mr. Laksh Vaaman
Sehgal to the shareholders of the Company.

The details of appointment/re-appointment of the Directors of
the Company are mentioned in the Explanatory Statement under
section 102 of the Companies Act, 2013 and annexure to the
Notice of the 39th AGM.

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 2025-26.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors presently
comprised of Mr. Dinesh Kumar Khara 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 the
year, all the recommendations made by Audit Committee were
duly accepted by the Board of Directors.

Further, the changes in the constitution of the Audit Committee are disclosed in the Corporate Governance Report which forms part of
the Annual Report.

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 2025-26 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 section 203 of the Companies Act, 2013, during the financial year 2025-26 the details of
whole-time Key Managerial Personnel ("KMP") of the Company are as follows:

* Mr. Pankaj Mital, Whole Time Director and Chief Operating Officer of the Company was elevated as the Whole-time Director and
President- SAMIL effective from October 29, 2025.

# Mr. Kunal Malani, Chief Financial Officer of the Company was elevated as the President - Group Strategy & Transformation of the
Company effective from November 15, 2025, and consequently resigned from the office of Chief Financial Officer and Key Managerial
Personnel of the Company effective from November 14, 2025.

@Mr. Gandharv Tongia was appointed as the Chief Financial Officer (CFO) and Key Managerial Personnel under the provisions of the
Companies Act, 2013 and the Listing Regulations, designated as Group CFO, effective from November 15, 2025.

BOARD EVALUATION

In terms of the requirement of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Listing Regulations, the
Board carried out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent
Directors and the Chairman of the Company on basis of the criteria specified as per the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India with aim to improve effectiveness of the Board and the Committees.

The criteria for evaluation under different categories depend on role the person(s)/group(s) plays in the Company. The criteria for every
evaluation for the financial year 2025-26 was decided at every level depending on the functions, responsibilities, competencies required,
nature of business etc. detailed as below:

In a separate meeting of Independent Directors held on May 28,
2025, performance of Non-Independent Directors, the Board as
a whole and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive
Directors. The Independent Directors at their meeting also
assessed quality, quantity and timeliness of flow of information
between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform
their duties.

It was noted that the Board as a whole is functioning as a cohesive
body which is well engaged with different perspectives. The
Board Members from different backgrounds bring about different
complementarities and deliberations in the Board and Committee
Meetings. It was also noted that the Committees are functioning
well and all important issues are brought up and discussed in the
Committees as per its terms of reference as mandated by law.

The evaluation process was carried out through a web-based
application. The summary of evaluation reports was presented to
respective Committees and the Board. The Directors had given
positive feedback on overall functioning of the Committees and
the Board of Directors. The suggestions made by the Directors
regarding the evaluation process have been suitably incorporated
in the processes. In the Board Meeting that followed meeting
of the Independent Directors and meeting of Nomination
and Remuneration Committee, performance of the Board,
its committees and individual directors was also discussed.
Performance evaluation of Independent Directors was done
by entire Board, excluding the Independent Directors being
evaluated.

POLICYONDIRECTORS'APPOINTMENTANDREMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the
Nomination and Remuneration Committee constituted under
the provisions of section 178(1) of the Companies Act, 2013,
recommended to the Board of Directors of the Company, a policy
on Director's appointment and remuneration, including, criteria
for determining qualifications, positive attributes, independence
of a Director and other matters. The afore-mentioned policy
as approved by the Board of Directors, is uploaded on the
Company's website at www.motherson.com. The extract of the
afore-mentioned Policy is also covered in Corporate Governance
Report which forms part of this Annual Report.

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, 2026, 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, 2026 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 Annual General Meeting ("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 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 2025-26, 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 and the Listing Regulations, the Members
of the Company in 38th AGM approved the appointment of
M/s. SGS Associates LLP, Company Secretaries (CP No. 1509)

as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit to hold office for a term of five (5) consecutive
years commencing from financial year 2025-26 till financial year
2029-30.

The Secretarial Report received from the Secretarial Auditor
is annexed herewith and form integral part of this Report. The
Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer. The Company has
received confirmation that M/s. SGS Associates is not disqualified
from continuing as the Secretarial Auditor of the Company.

During financial year 2025-26, 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.

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 2025-26.

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 2025-26.

During financial year 2025-26, 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 2025-26, 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 to Note
No(s). 6(a), 6(b), 7 and 42 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 the 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 INR 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 2025-26 is enclosed as Annexure-C 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 statements which sets out related party
disclosures.

Approval of Related Party Transactions pursuant to SEBI
Listing Regulations

Pursuant to the Listing Regulations and basis the recommendation
of the Audit Committee, shareholders of the Company at its Annual
General Meeting held on August 28, 2025, granted their approval
for entering into contract(s)/agreements(s)/arrangement(s)/
transaction(s), between the Company and Motherson Sumi Wiring
India Limited. Further there is no transactions entered between the
Company and/or its subsidiaries and/or its joint ventures for which
approval of shareholders is required.

The shareholders of the Company in the afore-mentioned meeting
had approved afore-mentioned 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 above 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 the Companies (Accounts) Rules, 2014 is
provided in Annexure - D 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 provided in Annexure - E 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 afore-mentioned annexure. In terms of section 136
of the Companies Act, 2013 the mentioned 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 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 the 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 afore-mentioned 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").

B. Non-Convertible Debentures ("NCDs")

The details of NCDs issued and allotted by the Company as on March 31, 2026, are as under:

* The NCDs issued on 23.01.2023 vide ISININE775A08089 was redeemed on the maturity date i.e. January 23,2026.

# The Company issued and allotted Rated, Listed, Unsecured, Redeemable, NCDs, bearing a coupon of 6.80% per
annum, having a face value of INR 1,00,000 (Rupees One Lakh Only) each, for an aggregate principal amount of
INR20,25,00,00,000 (Rupees Two Thousand Twenty Five Crores Only) on private placement basis on June 27,2025.

C. Compulsory Convertible Debentures ("CCDs")

The 1,50,000 6.50% CCDs of face value INR 1,00,000 (Rupees One Lakh Only) each are listed on NSE and BSE.

D. Commercial Paper(s)

The Company has issued commercial paper(s), the details are provided herein before.

The listing fees for the financial year 2025-26 for Equity Shares,
NCDs and CCDs have been paid to the afore-mentioned 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 2025-26 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 ("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 - F 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
2025-26. The impact assessment report is available on the website
of the Company at www.motherson.com.

Further, the Group Chief Financial Officer of the Company has
certified that CSR spends of the Company for financial year 2025¬
26 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 2025-26 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 HARASSMENT 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 ("POSH Act") and
the Rules thereunder.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee ("ICC") under POSH
Act. ICC composed of internal members and an external member
who has extensive experience in the field. To build awareness in
this area, the Company has been conducting various programmes
on a continuous basis. The Company organised offline awareness
training sessions on the topics of gender sensitisation and Code
Policies including POSH Act for its office and factory-based
employees.

During the financial year 2025-26, the Company received six (6)
complaints under the POSH Act alleging sexual harassment. All
complaints were duly investigated and addressed in accordance
with the provisions of the POSH Act. The details are provided
below:

During the year under review, 5 complaints were upheld by the
ICC and addressed by taking appropriate actions as per POSH Act.
All complaints were tracked and monitored on timely basis.

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 2025-26 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 2025-26 will
also be available on the Company's website at www.motherson.
com, websites of the Stock Exchanges i.e. BSE and NSE 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 General Circular No. 3/2025 dated

September 22, 2025 issued by Ministry of Corporate Affairs,

Government of India and Circular No. SEBI/HO/CFD/CFDPoD-2/P/

CIR/2024/133 dated October 3, 2024 issued by the SEBI.

OTHER AFFIRMATIONS

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

2014, the Company affirms that for the financial year ended March

31, 2026:

a) T here were no proceedings, either filed by the Company or
against the Company, pending under the Insolvency and
Bankruptcy Code, 2016, before the National Company Law
Tribunal or any other court during the year under review.

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

c) T here 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) T here has been no change in the nature of business of the
Company as on the date of this Report.

e) N o amount has been transferred to Reserves by the
Company during the financial year ended on March 31, 2026.

f) T here 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.

The Board of Directors wish to thank all the stakeholders of the
Company for their continuous support.

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

Vivek Chaand Sehgal

Place : Dubai Chairman

Date : June 23, 2026 DIN:00291126