About Samvardhana Motherson International Ltd

Samvardhana Motherson International Limited (Formerly known Motherson Sumi Systems Limited, hereinafter called, SAMIL or the Company) is a globally diversified manufacturer and a full system solutions provider to customers in automotive and other industries. The Company is one of the world's largest and fastest growing suppliers for Original Equipment Manufacturers (OEMs) in automotive industry. The Company is a full system solutions provider and has a diversified product portfolio which includes electrical distribution systems, fully assembled vehicle interior and exterior modules, automotive rear vision systems, molded plastic parts and assemblies, injection molding tools, molded and extruded rubber components, lighting systems, electronics, precision metals and modules, Industrial IT solutions and services and new innovative technologies such as telematics etc. The Group expanded presence to support customers in new segments including health and medical, aerospace and logistics. The diversified range of technologies and capabilities allows Motherson to support a wide spectrum of sectors, with automotive as the main industry served. Samvardhana Motherson International Limited was incorporated in the year 1986 as a joint venture between Samvardhana Motherson Group and Sumitomo Wiring Systems (Japan). The company was incorporated with the objective of manufacturing integrated wiring harnesses wires high tension cords and components for integrated wiring harnesses including plastic and metal parts. In the year 1989, the company commenced manufacturing wiring harness components and plastic parts as a backward integration. In the year 1991, the company through their joint venture, Motherson Pudenz Wickmann Ltd commenced manufacturing fuses as a backward integration. In the year 1993, the company launched wire division, namely Motherson Sumi Electric Wires. In October 1995, the company in collaboration with Kromberg and Schubert AG Germany and formed Kromberg Schubert Motherson Sumi Systems Pvt Ltd for the manufacture of integrated wiring harnesses, which is supplied to Mercedes Berz-Telco joint venture & BMW-Hero Motors joint venture for 650 cc motor cycles. In December 2005, they incorporated Britax Motherson Pvt Ltd in technical and financial collaboration with Britax International UK for manufacture of Auto Mirrors. In the year 1997, the company formed a joint venture namely Kyungshin Industrial Motherson Ltd for manufacturing wiring harness for Hyundai. The company's joint venture, BR Motherson Automotive Pvt Ltd set up a plant for manufacturing Blow Moulded Auto Components and Door Panels. Also, Motherson Auto Components Engineering Ltd, Motherson Pudenz Fuses Ltd and Motherson Global Pte Ltd Singapore became the subsidiaries of the company during the year. In the year 1998, the company made a technical agreement with WOCO and commissioned manufacturing of rubber component. In the year 1999, the company established a representative office in Austria and in the next year, they established another representative office in Singapore. In the year 2001, the company commissioned the silicon rubber moulding facility in their first overseas manufacturing base in Sharjah. Motherson Automotive Technologies & Engineering and Motherson Sumi Electric Wires were amalgamated with the company during the year. In the year 2002, the company set up MSSL Ireland Pvt Ltd in Ireland. Also, they established MSSL Mideast (FZE) in Sharjah (UAE). In the year 2003, they established a representative office in UK. During the year 2003-04, the company set up 100% subsidiaries, namely Motherson Electrical Wires Lanka Pvt Ltd in Sri Lanka for manufacturing of wires and MSSL Handels GmbH in Austria. Also, the company in association with Hag Kunststofftechnik GmbH set up a subsidiary, namely MSSL Hag Toolings Ltd in SAIF Zone, Sharjah. In March 2004, the company set up 100% subsidiary, namely MSSL (S) Pte Ltd in Singapore. The activities relating to the representative office of Singapore are being transferred to this subsidiary. In March 2004, the company entered into a joint venture agreement with WOCO Franz Josef Wolf Holding GmbH & WOCO Industrieteknik GmbH and established a company namely WOCO Motherson Elastomer Ltd. The company transferred their Elastomer business to the joint venture company as a going concern with effect from June 1, 2004. During the year 2004-05, the company expanded their Noida facilities with a new dedicated unit for exports. They started a new unit at Chennai to cater to the requirements of Hyundai Motors and for exports to GM Holden, Australia. Also, the company established a representative office in Germany. During the year 2005-06, Motherson Advance Polymers Ltd and Balda Motherson Info Devices Ltd became 100% subsidiaries of the company. In August 2005, the company acquired G&S Kunststofftechnik GmbH, Germany to consolidate their polymer business. In January 2006, the company's joint venture subsidiary Global Environment Management (FZC) set up a 100% subsidiary, Global Environment Management Australia Pty Ltd, Australia. During the year, Draexlmaier & Motherson Electrical Systems (I) Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from April 1, 2005. Also, WOCO Motherson Elastomer Ltd and WOCO Motherson Advanced Rubber Technologies Ltd ceased to be subsidiaries of the company. During the year 2006-07, Motherson Advance Polymers Ltd, a 100% subsidiary of the company merged with the company with effect from February 1, 2006. In August 2006, the company purchased the business and assets of ASL Systems Ltd through their 100% subsidiary, MSSL GB Ltd. In October 2006, they incorporated MSSL Australia Pty Ltd. In November 2006, the company acquired a plastic injection molding company FP Formagrau s.r.o., in Czech Republic. In February 2007, they incorporated two subsidiaries namely Motherson Elastomers Pty Ltd and Motherson Investments Pty Ltd through MSSL Australia Pty Ltd. These two subsidiaries acquired the business and assets of Empire Rubber in Australia from Huon Corporation Pty Ltd, which was engaged in rubber mixing and manufacture of rubber extruded components. During the year 2007-08, MSSL GmbH, the company's wholly owned subsidiary through MSSL Mideast (FZE) entered into an agreement with Dremotec GmbH & Co KG and Sirius Invest AG and incorporated another subsidiary Motherson Orca Precision Technology GmbH. Subsequently, the business of Mothersonsumi Reiner GmbH (100% subsidiary of MSSL GmbH) was transferred to the newly incorporated entity with effect from January 01, 2008. Also, they established a representative office in Italy during the year. During the year 2007-08, the company set up two new plants in Noida and Pune to meet the requirements of domestic and export market. They increased the extraction capacity of Motherson Sumi Electrical Wires, Bangalore from 18,000 km to 26,000 km per month. On 7 March 2009, Motherson Sumi Systems Limited (MSSL) announced that it has completed the acquisition of Visiocorp Group on 6 March 2009, for which the company had signed terms sheet and made announcement on 2 January 2009. MSSL subsidiary, Samvardhana Motherson Visiocorp Solution Ltd. (SMVSL), has acquired all the subsidiaries of Visiocorp plc (in administration) for a cash consideration of approximately Euro 25 million and allotment of 5% consideration shares having face value of Euro 1.5 million. The acquisition from Visiocorp plc (in administration) comprises only assets in the form of shares of the operating companies and no debt is being acquired from Visiocorp plc (in administration). The acquired subsidiaries also have minimal debt. SMVSL is 95% owned by Samvardhana Motherson Global Holdings Limited (SMGHL), a joint venture between MSSL and Samvardhana Motherson Finance Limited (SMFL) in the ratio of 51:49. In 2008, Visiocorp Group had a turnover of approximately Euro 660 million (USD 832 million) (unaudited). The various operating companies include manufacturing locations at USA, Mexico, Australia, UK, Hungary, Spain, France, China, India and Korea together with design and engineering centers at each location and at Germany. The diverse customer profile includes BMW, Chrysler, Daimler, Ford/Volvo, GM, Hyundai/Kia, Mahindra & Mahindra, Maruti Suzuki, Mitsubishi, Porsche, PSA, Renault/Nissan, Tata JLR, Toyota, Volkswagen/Audi etc. Visiocorp is a market leader in exterior rear view mirror systems and brings with it cutting edge technology, covering the complete range of mirrors from low-end entry segments to high-end luxury segments. The product range also includes specialized unique solutions like the Telescopic Trailer Tow Mirrors and camera based Blind Spot Detection systems. MSSL has a highly successful joint venture with Visiocorp in India for the past 13 years and is a leading supplier of rear-view mirror systems to automobile manufacturers in India. This acquisition will lead to significant leveraging of business synergies as the existing business of Samvardhana Motherson Group greatly supplements Visiocorp needs for products and services, particularly in design engineering services, IT, injection moulded parts & assemblies, moulds and wiring harnesses. With this acquisition, Samvardhana Motherson Group has become one of the largest manufacturers of automotive mirrors in the world. The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 29 June 2009 approved the proposal for purchase of shareholding held by Wilhelm PUDENZ GmbH and WICKMANN Werke GmbH in Motherson PUDENZ WICKMANN Ltd. (MPWL). On transfer of these shares, MPWL will become the wholly owned subsidiary of MSSL. MPWL registered net sales of Rs 2.64 crore and profit after tax of Rs 0.42 crore for the year ended 31 March 2009. At the Board Meeting of Motherson Sumi Systems Limited (MSSL) held on 28 April 2011, the Board of Directors of the company approved the merger of Sumi Motherson Innovative Engineering Limited (SMIEL), a company engaged in the manufacture of components for wiring harnesses and other plastic components with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of company's wholly owned subsidiary, MSSL Global Wiring Limited, a company engaged in the manufacture of wiring harnesses at SEZ Kandla with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of India Nails Manufacturing Pvt. Ltd., wholly owned subsidiary having mainly land and building, with Motherson Sumi Systems Limited (MSSL). The merger of SMIEL into MSSL will add significant value to MSSL's existing business of wiring harness and plastic molding. SMIEL is presently subsidiary of Sumitomo Wiring Systems (SWS). The proposed merger of SMIEL into MSSL will bring the entire business of wiring harness into one entity. MSSL is one of the key customers (about 39%) of SMIEL. SMIEL is doing similar business of plastic components as well. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 13 July 2011 in principle approved the proposal to (jointly with Samvardhana Motherson Finance Limited) acquire 80% of the shareholding of Peguform Group, Germany from Cross Industries AG. The acquisition would be made through a joint venture in which MSSL would hold 51% stake and Samvardhana Motherson Finance Limited would hold 49% stake. MSSL has through its subsidiary executed binding agreement with Cross Industries for acquiring 80% stake in Peguform GmbH and Peguform Iberica, SL together with 50% stake in Wethje Entwicklungs GmbH and Wethje Carbon Composite GmbH. The total share consideration for the transaction is Euro 141.5 million, of which MSSL share shall be Euro 72.165 million. MSSL proposes to raise loan overseas to finance this transaction. Peguform is a leading full service supplier off differentiated high quality interior and exterior products for the automotive and related industries. Peguform has a strong presence in Europe, supplying to major premium German brands. Fort the calendar year 2010, Peguform Group registered revenue of Euro 1,355.53 million, EBITDA of Euro 66.87 million and profit after tax of Euro 6.8 million. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 9 August 2012 recommended the issue of bonus shares in the ratio of 1:2 (1 share for 2 shares held) subject to the approval of the shareholders in the ensuing Annual Genera! Meeting scheduled to be held on 10 September 2012. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 1 November 2013 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing equity shares subject to the approval of the shareholders. On 10 August 2014, Motherson Sumi Systems Ltd (MSSL) announced that it has successfully closed the deal for acquiring wiring harness business of Stoneridge Inc. in a record time on receipt of necessary regulatory approvals. As announced previously on 27 May 2014, MSSL had signed an agreement to acquire the Wiring Harness business of Stoneridge Inc. through asset purchase at consideration of US $ 65.7 million on no cash no debt basis. The total cash outlay of US $71.38 million includes increase in working capital and cash/bank balances subject to post-closing adjustments. Included in the transaction are six manufacturing facilities located in Portland, Indiana (USA); Chihuahua, Mexico; Saltillo, Mexico; and Monclova, Mexico; as well as an engineering and administrative center located in Warren, Ohio (USA). Stoneridge's Wiring Business designs and manufactures wiring harness products for sale principally to the commercial, agricultural and off-highway vehicle markets, as well as assembles entire instrument panels that are configured specifically to an OEM customer's specifications in the commercial vehicle market. The addition of these manufacturing facilities would enable MSSL to service the growing requirement of the customers in the region. With this acquisition, MSSL now has over 45 plants related to wiring harness business. On 15 December 2014, Motherson Sumi Systems Ltd. (MSSL), through its subsidiary Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP BV), announced the signing of an agreement for purchase of assets of Scherer & Trier group (S&T), Germany from its administrator. The consideration payable is approximately Euro 36 million for the assets including land and building & inventories along with the shareholding held in Mexican entities. This acquisition includes 2 manufacturing facilities situated at Michelau (Germany) and Puebla, (Mexico). The acquired entity develops and manufactures extrusion profiles, moulded parts made of thermoplastics and hybrid components made of metal and plastic catering to OEMs like Audi, BMW, Daimler, Ford, GM, VW etc. along with other customers. It also has a strong vertical integration including state-of-the-art tool room for injection moulding tools, process engineering and in-house material development capabilities. This acquisition further consolidates MSSL's polymer business in Europe & North America. On 29 April 2015, Motherson Sumi Systems Ltd. (MSSL) announced that the company through its subsidiary Samvardhana Motherson Automotive Systems Group BV (SMRPBV) has received a significant set of orders for the supply of a range of exterior and interior systems for several future Mercedes-Benz vehicle generations. MSSL estimates these orders to generate sales revenues of approximately Rs 15400 crore (Euro 2.2 billion approx.) over its lifetime and expected to commence from calendar year 2018. To support Daimler's expansion activities, MSSL will invest in 2 new plants, one each in the USA and Hungary which will enable SMRP BV to be closer to Daimler's vehicle assembly plants, along with capacity expansion in existing plants in Germany as well as new machines, tools and product development efforts. The Board of Directors of Motherson Sumi Systems Limited at its meeting held on 10 June 2015 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against the 2 (two) existing shares subject to the approval of the shareholders. On 7 September 2016, Motherson Sumi Systems Ltd (MSSL) informed the stock exchanges that MSSL Manufacturing Hungary Kft., a subsidiary of MSSL GmbH (which is a subsidiary of Motherson Sumi Systems Limited) is acquiring the Automotive Business Unit of Abraham es Tarsa Kft. (Abraham and Co. Ltd) located in Turkeve, Hungary on a going concern basis and would also give on lease part of acquired assets to SMR Hungary. With this transaction, which is expected to be completed in October 2016, MSSL through its 100% subsidiary, MSSL Manufacturing Hungary Kft., would acquire the land, building and machinery of Abraham es Tarsa Kft for a purchase price consideration of EUR 10.4 million. Abraham es Tarsa is an expert for plastic processing and high quality products for car makers across Europe. SMR Hungary a subsidiary of SMRP BV (98.5% holding), which is ultimately held by MSSL, has for many years been the primary customer of Abraham es Tarsa Kft. The integration of this business would allow to generate a number of operational synergies with SMR. This acquisition will increase the in house capability of SMR Hungary, and therefore will support SMR's position as technology and market leader for automotive mirrors in Hungary and Europe. The acquired unit will be further expanded to achieve group synergies through supplies to SMR and to the new facilities being set up by SMP in Europe to meet the demand for new orders from customers. On 12 September 2016, Motherson Sumi Systems Limited (MSSL) announced allotment of 1.77 crore equity shares to Sumitomo Wiring Systems Limited, Japan, one of the promoters of the company, at issue price of Rs 317 per share aggregating to Rs 563.07 crore on preferential basis. On 16 September 2016, Motherson Sumi Systems Limited (MSSL) announced successful completion of raising funds amounting to Rs 1993.44 crore by way of qualified institutional placement (QIP) issue. The QIP issue was priced at Rs 317 per share. On 27 March 2017, Motherson Sumi Systems Limited (MSSL) announced the deal closure with acquisition of 93.75% stake in Finland based global auto component major PKC Group Plc, a move that will help it expand its footprint significantly in American and European commercial vehicle market segment. MSSL will acquire the remaining stake in PKC Group Plc through subsequent offer/squeeze out process. The total consideration payable for the acquisition is approximately Euro 571 million. As announced earlier on 19 January 2017, MSSL and PKC entered into a combination agreement pursuant to which MSSL launched a voluntary recommended public tender offer for the acquisition of all the issued and outstanding share capital and voting rights of PKC Group Plc (PKC). The tender offer was launched on 6 February 2017. PKC designs, manufactures and integrates tailored electrical distribution systems and related architecture components, vehicle electronics, wires and cables especially for trucks and buses, light and recreational vehicles, construction equipment and agricultural and forestry equipment. In addition, PKC designs and manufactures electrical cabinets, power packs and electrical distribution systems for leading rolling stock manufacturers. With the operational expertise of MSSL and technical know-how of PKC, the company will add more value to its customers and suppliers. MSSL's success in managing its wiring harness business with a focus on training its' people, managing multiple plants with high degree of vertical integration from design to modules will help unlock the full potential of PKC. The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 19 May 2017 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing shares subject to the approval of the shareholders. On 9 January 2018, Motherson Sumi Systems through its subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV) announced the formation of a Joint Venture (JV) with Ossia Inc., innovator of the revolutionary Cota Real Wireless Power technology. Motherson Innovations Company Limited (MI), a subsidiary of Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV), will hold majority share in the JV and will aim at bringing Ossia's Cota power system into the interiors of some of the world's most popular vehicles. The newly formed entity will be based in the U.S.A, supported by Samvardhana Motherson Group's global organisation. On 2 April 2018, Motherson Sumi Systems through its step down subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV), announced the proposed acquisition of Reydel Automotive Group (Reydel), a privately held portfolio company of Cerberus Capital Management, L.P. (Cerberus) that manufactures interior components and modules for global automotive customers. The purchase price for the transaction is USD 201 million. This would be the 21st acquisition from the Samvardhana Motherson Group and is intended to further bolster Motherson's offerings in the automotive Interiors space. Reydel's Interiors Product Portfolio includes Instrument Panels, Door Panels, Console Modules, Decorative Parts and Cockpit Modules. Reydel's global presence spans 20 plants and 16 countries, and is supported by a workforce of approximately 5,650 associates. The acquisition would enable both companies to capitalise on new opportunities in their existing and new geographies, as well as within each others' customer portfolios. Reydel's revenue for the year ended 31 December 2017 was USD 1,048 million and EBITDA was USD 68 million (provisional, and in accordance with US GAAP). The consideration is expected to be financed using existing cash and banking limits at SMRPBV. During the financial year 2018-19,the company has allotted 105,26,44,746 equity shares of face value of Re 1 each on account of the issue of Bonus Shares on 01 November 2018 in the ratio of one equity share against two equity shares held. The Company's step down subsidiary Samvardhana Motherson Automotive Systems Group B.V.had completed acquisition of Reydel Automotive Group ('Reydel') on 02 August 2018. Thereafter, the name of Reydel has been changed to Samvardhana Motherson Reydel Companies ('SMRC'). SMRC is in the business of manufacturing interior components and modules for global automotive customers. Motherson Rolling Stock Systems GB Limited, UK ('MRSS'), (a wholly owned subsidiary of Motherson Sumi Systems Ltd. through PKC Group Ltd.), has signed a definitive agreement on 28 February 2019 with Bombardier Transportation (Rolling Stock) UK Ltd. ('Bombardier') to acquire Bombardier's assets in connection with the production and installation of electrical components and systems for applications in the rail industry, comprising among others, the manufacturing of wiring harnesses, panel and cabinet build and electromechanical assemblies in Derby, UK. The transaction includes transfer of assets, employee and inventories, on debt free and cash free basis and is valued at GBP 10.87 million (approx). The transaction has been completed in the month of April 2019. The board of directors given in-principle approval in its meeting dated 30 January 2020, for the reorganization of business within the group which will, inter alia, demerge domestic wiring harness business of the Company into a newly formed legal entity with mirror shareholding, which shall be listed and consolidate shareholding in Samvardhana Motherson Automotive Systems Group B.V. ('SMRP BV') in MSSL through a process of merger to bring 49% stake held by Samvardhana Motherson International Limited ('SAMIL') in SMRP BV into MSSL The Company's operations and standalone financial results for the year ended 31 March 2021 have been impacted partially by the outbreak of COVID-19 pandemic and the consequent lockdown announced by central and state governments, due to which the operations were suspended for a large part of the quarter ended 30 June 2020 and resumed gradually with prescribed regulations and precautions. The Board of Directors in its meeting dated 02 July 2020, approved a group reorganization plan with the objective of creating value for the shareholders of the Company ('MSSL'). The reorganization plan approved by the respective Boards of the Company and Samvardhana Motherson International Limited (SAMIL) among other things, entails demerger of Domestic Wiring Harness ('DWH') business from MSSL into a new company Motherson Sumi Wiring India Limited ('MSWIL') and subsequent merger of SAMIL into MSSL to consolidate 100% shareholding in Samvardhana Motherson Automotive Systems Group BV ('SMRP BV') as well as to bring all auto component and allied businesses in SAMIL under MSSL. The transaction is to be effected pursuant to a Composite Scheme of Amalgamation and Arrangement ('Scheme') and is likely to be completed during FY2021-22. Subsequent to the year, the Scheme has been approved by the shareholders and has now been submitted to NCLT for its approval. On 18 January 2021, the Company through its subsidiary SMR Automotive Mirrors Stuttgart GmbH signed a share purchase agreement for the acquisition of 75% stake in Plast Met Plastik Metal San. ImalatveTic.A.S.(PM-Bursa) and Plast Met Kalip San.veTic.A.S.(PM-Istanbul) together known as Plast Met group (Turkey) for a total purchase consideration of EUR 16.9 million (subject to final adjustments). The transaction has been completed on 29 April 2021. The Composite Scheme of Amalgamation and Arrangement was approved by the Hon'ble NCLT by way of its Order dated December 22, 2021. Pursuant to the Scheme, the Domestic Wiring Harness Undertaking/ DWH Undertaking of the Company was demerged into Motherson Sumi Wiring India Limited (MSWIL/ the Resulting Company) effective from January 5, 2022 and erstwhile Samvardhana Motherson International Limited (SAMIL/ the Amalgamating Company) got merged with and into the Company (the Amalgamated Company/ Holding Company) with effect from January 21, 2022. Accordingly, the Equity Shareholders of the Company were issued and allotted 1 Equity Share of face value of Re. 1 each of MSWIL for every 1 Equity Share of face value of Re. 1 each of the Company as a consideration for demerger. Further, in consideration of the amalgamation of erstwhile SAMIL into and with the Company, the Company issued and allotted 51 Equity Shares of the Company of Re. 1 each for every 10 Equity Shares of the Erstwhile SAMIL of Face Value of Rs. 10 each to the Shareholders of Erstwhile SAMIL. i.e., 51:10. During FY 2021-22, Jilin Huakai - PKC Wire Harness Co. Ltd. was incorporated on March 11, 2022 in China as an indirect subsidiary of the Company. Samvardhana Motherson Automotive Group B.V., Netherland, an indirect subsidiary of the Company, acquired 75% stake in Plast Met Plastik Metal Sanayi Imalat ve Ticaret Anonim Sirketi on April 29, 2021. SMR Plast Plast Met Molds and Tools Turkey Kalip Imalat Anonim Sirketi became indirect subsidiary of the Company. Samvardhana Motherson Automotive Group B.V., Netherland, an indirect subsidiary of the Company, acquired 75% stake in Plast Met Plastik Metal Sanayi Imalat ve Ticaret Anonim Sirketi on April 29, 2021. SMR Plast Met Automotive Tec Turkey Plastik Imalat Anonim Sirketi became indirect subsidiary of the Company. Ningbo SMR Huaxiang Automotive Mirrors Ltd, a step down subsidiary of Samvardhana Motherson Automotive Systems Group B.V., an indirect subsidiary of the Company, acquired 60% stake in Nanchang JMCG Mekra Lang Vehicle Mirror Co., Ltd. on October 8, 2021. Accordingly, Nanchang JMCG Mekra Lang Vehicle Mirror Co., Ltd. became an indirect subsidiary of Company. Motherson Aerospace Division acquired 55% stake in CIM Tools Pvt Ltd (CIM) in October, 2021, which was completed in April 2022.

Samvardhana Motherson International Ltd Chairman Speech

Dear Shareholders,

FY 2022-23 has been a strong and positive year for SAMIL. The consolidated revenue of your company for FY 2022-23 grew by 23% to INR 78,701 crores (USD 9.6 billion). The share of electric vehicles (EVs) in our revenues in FY 2022-23 has increased to more than 6%, up from ~4% last year. Our current product portfolio is largely powertrain agnostic and aligned with new energy vehicles such as EVs and Fuel Cell Electric Vehicles (FCEVs) to support the transition towards clean mobility. The total SAMIL automotive booked business till March 31^st 2023, stands at USD 69.1 billion, out of which 20% is for EVs.

We have announced six acquisitions in FY 2022-23, with a proforma gross revenue of USD 4.9 billion and net revenues of ~USD 1.1 billion. Total EBITDA ended at INR 6,394 crores with an EBITDA margin of 8.1%, up from 7.6% in FY 2021-22.

We have remained dedicated to our sustainability goals in our focus areas of Planet, People, and Governance. We have made advancements in these areas for Vision 2025 and beyond, including new actions to lower our environmental impact, promote diversity and inclusivity in our organisation, and maintain strong governance and ethical practices in all our operations. It has brought us closer to our vision: 'to become a globally preferred sustainable solutions provider'.

The Sustainability section of this report will give you a deeper insight into this topic.

These results demonstrate that FY 2022-23 has been a remarkable year for Motherson. Despite the uncertain economic environment and challenging global geopolitical situation, our growth has exceeded the industry average. This is an achievement that we are very proud of as it has brought us closer to our Vision 2025 targets. All of it is made possible by the continued trust of our customers and the amazing work of our teams around the world, and I am extremely grateful for this.

The theme of this annual report

Against this background, our theme for this year is, All our dreams can come true, if we have the courage to pursue them.' This quote, which you see on the cover of this annual report, is from Walt Disney — surely one of the most powerful imaginators of the past century. We chose it because it reminds us that it is not external circumstances that determine whether we achieve our goals but our own perseverance in going after them. After all, we cannot control the world around us. We always have to work with what we meet on our path. In our case, that path is Route 36, the road to our Vision 2025 targets.

That is also why we do not lower our targets when we face adversity. For us, that would defeat the purpose. We do not set goals that we are guaranteed to achieve.

We believe in setting targets that stretch us, that pull us out of our comfort zone. This helps us make the most of any situation and create the most value for all stakeholders: our customers, employees, investors, and the communities in which we work. Ambitious goals ensure that we keep moving forward — not only for Vision 2025 but also for the long term. It may not be up to us whether we actually achieve everything we set out to do in life — it is the universe that decides that. But it is up to us to give everything we have towards achieving our goals and that is what we are doing. As we like to say at Motherson, 'Full effort is full victory'.

Keeping our eyes on the road

The global economic and geopolitical reality is still difficult for our customers and for Motherson. We are in constant dialogue with our customers about the cost implications of the current environment. There is not one permanent solution for passing on all inflationary pressures, but we believe we are making progress.

We are trying to be as responsive as possible, as always.

What is critical for us in navigating today's realities is to remain focussed on serving the evolving needs of our customers and following their guidance on where they want our support. We believe that delivering outstanding performance on all the dimensions that our customers measure us in will help us earn their trust, which in turn allows them to give us more opportunities.

One tangible result of this is that we have six new Greenfields coming up in India. Some of these are to support the growing demands from our automotive customers, others are to support non-automotive customers in our new divisions. We are very excited about these new plants and the teams are working very hard to get them up and running as quickly as we can.

Similarly, we have announced six acquisitions in FY 2022-23 at the behest of our customers. This is a record for Motherson and it was possible because we have been patient and disciplined. Not so long ago, capital was freely available at low rates for acquisitions. However, valuations were so high that we did not see a path to also achieving a ROCE of 40% over time, and hence we held back. In today's inflationary environment with higher interest rates, we are seeing many acquisition opportunities. In fact, thanks to the trust we have earned over the years and our strong balance sheet, customers see us as a preferred partner to take over some of these companies. Indeed, OEMs are asking us to acquire distressed assets or integrate a critical part of the supply chain into Motherson.

Apart from the six acquisitions in FY 2022-23, we have announced five additional acquisitions in FY 2023-24 until mid-July. One of our biggest acquisitions in FY23 is Ichikoh Industries (Japan), a leading manufacturer of rearview mirrors. This is a significant win for the group as it provides us with our own manufacturing facilities in Japan and China, as well as increased access to customers in these regions, creating numerous growth opportunities. Another acquisition announced in the last fiscal year is SAS Autosystemtechnik GmbH (Germany), a leading provider of assembly and logistics services to the automotive industry. SAS has a presence in Europe, Asia, and America. The capabilities of SAS will complement our own, thereby strengthening our Tier 0.5 position with customers. This acquisition will help transform Motherson into a global leader in the assembly of cockpit modules, with a special focus on EV models.

Furthermore, we have recently announced a strategic partnership with Honda Motor. Motherson will acquire an 81% stake in the 4W business of Yachiyo Industry, a Honda Motor subsidiary in Japan. Yachiyo manufactures sunroofs, fuel tanks, and plastic products for the automotive industry, among others.

The company employs approximately 3,200 employees across 13 manufacturing facilities in the USA, Brazil, Mexico, China, Japan, Thailand, Indonesia, and India, and three R&D centres in the USA and Japan. Yachiyo has revenues of JPY ~116 billion/ EUR 824 million for FY23.

We are grateful and excited to have earned the trust of Honda Motor to enter into a global partnership with them. Together, we will take Yachiyo to new heights on the world stage. This is a meaningful step for us as the history of Motherson is closely tied to Japan. Motherson would not be where it is today without the support, guidance, and mentorship of our partners and friends in Japan over the past decades. This partnership strengthens our ability to give back to Japan, and being able to reciprocate our teachers is very touching and heartwarming for us.

Motherson is thrilled about these partnerships and the tremendous capabilities they bring to us. This brings me to my final topic.

Motherson as a platform for growth

My hope and dream has always been for Motherson to be an enduring great company. With that I do not just mean that we would be large in terms of revenues, but a company that is of value for all our stakeholders and that is a force for good in the world. We want Motherson to provide sustainable jobs for our people in a supportive environment in which they are excited to work hard to delight our customers.

By earning the trust of our customers, we receive more and more orders from them. This translates into good returns for our investors, who are then inspired to invest in our future, allowing us to create more sustainable jobs for our people, so they can support our customers even better, thus continuing the cycle.

To keep this upward spiral going, we have developed several strengths over the years that reinforce each other and together form a 'platform for growth'. We have done our best to embed the lessons learned from past successes into our organisation.

That means to remain clear of what we do and why we do it and to be conscious of changing circumstances so we adapt and respond quickly.

It took us more than four decades to build Motherson from our humble beginnings to the size and scale we have reached today. Thanks to our platform for growth, however, I believe our success in the new industries we are now entering can proceed much faster. That is how I believe we will be successful along Route 36 on our way to Vision 2025 and beyond.

Vaaman will address the topic of 'Motherson as a platform for growth' in his article on Pg. 14-25 in more detail. Based on this, I hope you will see that our targets may be ambitious but not unreasonable.

Closing Thoughts

In these fast-changing times, we are heartened by the strength of the relationships with our customers, partners, investors, and local communities as well as within the entire Motherson family. We have built a strong foundation upon which we can flourish together in the years to come. I want to express my gratefulness to our customers. Your faith in us means everything to us; without you, there would be no Motherson. To our investors, we thank you for your guidance and continued trust. To our collaborators, thank you for your knowledge and expertise and your commitment to putting our customers first under all circumstances.

To our employees and teams, your endurance and love for Motherson is the foundation of our strength.

We would like to thank all local, state, and national governments, concerned bodies, and the banks and financial institutions in all countries where we operate for their collaboration. On behalf of SAMIL, thank you all.

May God bless us with wisdom and prosperity.

And let's remember, All our dreams can come true if we have the courage to pursue them.'

Sincerely,

Samvardhana Motherson International Limited.

Samvardhana Motherson International Ltd Company History

Samvardhana Motherson International Limited (Formerly known Motherson Sumi Systems Limited, hereinafter called, SAMIL or the Company) is a globally diversified manufacturer and a full system solutions provider to customers in automotive and other industries. The Company is one of the world's largest and fastest growing suppliers for Original Equipment Manufacturers (OEMs) in automotive industry. The Company is a full system solutions provider and has a diversified product portfolio which includes electrical distribution systems, fully assembled vehicle interior and exterior modules, automotive rear vision systems, molded plastic parts and assemblies, injection molding tools, molded and extruded rubber components, lighting systems, electronics, precision metals and modules, Industrial IT solutions and services and new innovative technologies such as telematics etc. The Group expanded presence to support customers in new segments including health and medical, aerospace and logistics. The diversified range of technologies and capabilities allows Motherson to support a wide spectrum of sectors, with automotive as the main industry served. Samvardhana Motherson International Limited was incorporated in the year 1986 as a joint venture between Samvardhana Motherson Group and Sumitomo Wiring Systems (Japan). The company was incorporated with the objective of manufacturing integrated wiring harnesses wires high tension cords and components for integrated wiring harnesses including plastic and metal parts. In the year 1989, the company commenced manufacturing wiring harness components and plastic parts as a backward integration. In the year 1991, the company through their joint venture, Motherson Pudenz Wickmann Ltd commenced manufacturing fuses as a backward integration. In the year 1993, the company launched wire division, namely Motherson Sumi Electric Wires. In October 1995, the company in collaboration with Kromberg and Schubert AG Germany and formed Kromberg Schubert Motherson Sumi Systems Pvt Ltd for the manufacture of integrated wiring harnesses, which is supplied to Mercedes Berz-Telco joint venture & BMW-Hero Motors joint venture for 650 cc motor cycles. In December 2005, they incorporated Britax Motherson Pvt Ltd in technical and financial collaboration with Britax International UK for manufacture of Auto Mirrors. In the year 1997, the company formed a joint venture namely Kyungshin Industrial Motherson Ltd for manufacturing wiring harness for Hyundai. The company's joint venture, BR Motherson Automotive Pvt Ltd set up a plant for manufacturing Blow Moulded Auto Components and Door Panels. Also, Motherson Auto Components Engineering Ltd, Motherson Pudenz Fuses Ltd and Motherson Global Pte Ltd Singapore became the subsidiaries of the company during the year. In the year 1998, the company made a technical agreement with WOCO and commissioned manufacturing of rubber component. In the year 1999, the company established a representative office in Austria and in the next year, they established another representative office in Singapore. In the year 2001, the company commissioned the silicon rubber moulding facility in their first overseas manufacturing base in Sharjah. Motherson Automotive Technologies & Engineering and Motherson Sumi Electric Wires were amalgamated with the company during the year. In the year 2002, the company set up MSSL Ireland Pvt Ltd in Ireland. Also, they established MSSL Mideast (FZE) in Sharjah (UAE). In the year 2003, they established a representative office in UK. During the year 2003-04, the company set up 100% subsidiaries, namely Motherson Electrical Wires Lanka Pvt Ltd in Sri Lanka for manufacturing of wires and MSSL Handels GmbH in Austria. Also, the company in association with Hag Kunststofftechnik GmbH set up a subsidiary, namely MSSL Hag Toolings Ltd in SAIF Zone, Sharjah. In March 2004, the company set up 100% subsidiary, namely MSSL (S) Pte Ltd in Singapore. The activities relating to the representative office of Singapore are being transferred to this subsidiary. In March 2004, the company entered into a joint venture agreement with WOCO Franz Josef Wolf Holding GmbH & WOCO Industrieteknik GmbH and established a company namely WOCO Motherson Elastomer Ltd. The company transferred their Elastomer business to the joint venture company as a going concern with effect from June 1, 2004. During the year 2004-05, the company expanded their Noida facilities with a new dedicated unit for exports. They started a new unit at Chennai to cater to the requirements of Hyundai Motors and for exports to GM Holden, Australia. Also, the company established a representative office in Germany. During the year 2005-06, Motherson Advance Polymers Ltd and Balda Motherson Info Devices Ltd became 100% subsidiaries of the company. In August 2005, the company acquired G&S Kunststofftechnik GmbH, Germany to consolidate their polymer business. In January 2006, the company's joint venture subsidiary Global Environment Management (FZC) set up a 100% subsidiary, Global Environment Management Australia Pty Ltd, Australia. During the year, Draexlmaier & Motherson Electrical Systems (I) Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from April 1, 2005. Also, WOCO Motherson Elastomer Ltd and WOCO Motherson Advanced Rubber Technologies Ltd ceased to be subsidiaries of the company. During the year 2006-07, Motherson Advance Polymers Ltd, a 100% subsidiary of the company merged with the company with effect from February 1, 2006. In August 2006, the company purchased the business and assets of ASL Systems Ltd through their 100% subsidiary, MSSL GB Ltd. In October 2006, they incorporated MSSL Australia Pty Ltd. In November 2006, the company acquired a plastic injection molding company FP Formagrau s.r.o., in Czech Republic. In February 2007, they incorporated two subsidiaries namely Motherson Elastomers Pty Ltd and Motherson Investments Pty Ltd through MSSL Australia Pty Ltd. These two subsidiaries acquired the business and assets of Empire Rubber in Australia from Huon Corporation Pty Ltd, which was engaged in rubber mixing and manufacture of rubber extruded components. During the year 2007-08, MSSL GmbH, the company's wholly owned subsidiary through MSSL Mideast (FZE) entered into an agreement with Dremotec GmbH & Co KG and Sirius Invest AG and incorporated another subsidiary Motherson Orca Precision Technology GmbH. Subsequently, the business of Mothersonsumi Reiner GmbH (100% subsidiary of MSSL GmbH) was transferred to the newly incorporated entity with effect from January 01, 2008. Also, they established a representative office in Italy during the year. During the year 2007-08, the company set up two new plants in Noida and Pune to meet the requirements of domestic and export market. They increased the extraction capacity of Motherson Sumi Electrical Wires, Bangalore from 18,000 km to 26,000 km per month. On 7 March 2009, Motherson Sumi Systems Limited (MSSL) announced that it has completed the acquisition of Visiocorp Group on 6 March 2009, for which the company had signed terms sheet and made announcement on 2 January 2009. MSSL subsidiary, Samvardhana Motherson Visiocorp Solution Ltd. (SMVSL), has acquired all the subsidiaries of Visiocorp plc (in administration) for a cash consideration of approximately Euro 25 million and allotment of 5% consideration shares having face value of Euro 1.5 million. The acquisition from Visiocorp plc (in administration) comprises only assets in the form of shares of the operating companies and no debt is being acquired from Visiocorp plc (in administration). The acquired subsidiaries also have minimal debt. SMVSL is 95% owned by Samvardhana Motherson Global Holdings Limited (SMGHL), a joint venture between MSSL and Samvardhana Motherson Finance Limited (SMFL) in the ratio of 51:49. In 2008, Visiocorp Group had a turnover of approximately Euro 660 million (USD 832 million) (unaudited). The various operating companies include manufacturing locations at USA, Mexico, Australia, UK, Hungary, Spain, France, China, India and Korea together with design and engineering centers at each location and at Germany. The diverse customer profile includes BMW, Chrysler, Daimler, Ford/Volvo, GM, Hyundai/Kia, Mahindra & Mahindra, Maruti Suzuki, Mitsubishi, Porsche, PSA, Renault/Nissan, Tata JLR, Toyota, Volkswagen/Audi etc. Visiocorp is a market leader in exterior rear view mirror systems and brings with it cutting edge technology, covering the complete range of mirrors from low-end entry segments to high-end luxury segments. The product range also includes specialized unique solutions like the Telescopic Trailer Tow Mirrors and camera based Blind Spot Detection systems. MSSL has a highly successful joint venture with Visiocorp in India for the past 13 years and is a leading supplier of rear-view mirror systems to automobile manufacturers in India. This acquisition will lead to significant leveraging of business synergies as the existing business of Samvardhana Motherson Group greatly supplements Visiocorp needs for products and services, particularly in design engineering services, IT, injection moulded parts & assemblies, moulds and wiring harnesses. With this acquisition, Samvardhana Motherson Group has become one of the largest manufacturers of automotive mirrors in the world. The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 29 June 2009 approved the proposal for purchase of shareholding held by Wilhelm PUDENZ GmbH and WICKMANN Werke GmbH in Motherson PUDENZ WICKMANN Ltd. (MPWL). On transfer of these shares, MPWL will become the wholly owned subsidiary of MSSL. MPWL registered net sales of Rs 2.64 crore and profit after tax of Rs 0.42 crore for the year ended 31 March 2009. At the Board Meeting of Motherson Sumi Systems Limited (MSSL) held on 28 April 2011, the Board of Directors of the company approved the merger of Sumi Motherson Innovative Engineering Limited (SMIEL), a company engaged in the manufacture of components for wiring harnesses and other plastic components with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of company's wholly owned subsidiary, MSSL Global Wiring Limited, a company engaged in the manufacture of wiring harnesses at SEZ Kandla with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of India Nails Manufacturing Pvt. Ltd., wholly owned subsidiary having mainly land and building, with Motherson Sumi Systems Limited (MSSL). The merger of SMIEL into MSSL will add significant value to MSSL's existing business of wiring harness and plastic molding. SMIEL is presently subsidiary of Sumitomo Wiring Systems (SWS). The proposed merger of SMIEL into MSSL will bring the entire business of wiring harness into one entity. MSSL is one of the key customers (about 39%) of SMIEL. SMIEL is doing similar business of plastic components as well. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 13 July 2011 in principle approved the proposal to (jointly with Samvardhana Motherson Finance Limited) acquire 80% of the shareholding of Peguform Group, Germany from Cross Industries AG. The acquisition would be made through a joint venture in which MSSL would hold 51% stake and Samvardhana Motherson Finance Limited would hold 49% stake. MSSL has through its subsidiary executed binding agreement with Cross Industries for acquiring 80% stake in Peguform GmbH and Peguform Iberica, SL together with 50% stake in Wethje Entwicklungs GmbH and Wethje Carbon Composite GmbH. The total share consideration for the transaction is Euro 141.5 million, of which MSSL share shall be Euro 72.165 million. MSSL proposes to raise loan overseas to finance this transaction. Peguform is a leading full service supplier off differentiated high quality interior and exterior products for the automotive and related industries. Peguform has a strong presence in Europe, supplying to major premium German brands. Fort the calendar year 2010, Peguform Group registered revenue of Euro 1,355.53 million, EBITDA of Euro 66.87 million and profit after tax of Euro 6.8 million. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 9 August 2012 recommended the issue of bonus shares in the ratio of 1:2 (1 share for 2 shares held) subject to the approval of the shareholders in the ensuing Annual Genera! Meeting scheduled to be held on 10 September 2012. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 1 November 2013 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing equity shares subject to the approval of the shareholders. On 10 August 2014, Motherson Sumi Systems Ltd (MSSL) announced that it has successfully closed the deal for acquiring wiring harness business of Stoneridge Inc. in a record time on receipt of necessary regulatory approvals. As announced previously on 27 May 2014, MSSL had signed an agreement to acquire the Wiring Harness business of Stoneridge Inc. through asset purchase at consideration of US $ 65.7 million on no cash no debt basis. The total cash outlay of US $71.38 million includes increase in working capital and cash/bank balances subject to post-closing adjustments. Included in the transaction are six manufacturing facilities located in Portland, Indiana (USA); Chihuahua, Mexico; Saltillo, Mexico; and Monclova, Mexico; as well as an engineering and administrative center located in Warren, Ohio (USA). Stoneridge's Wiring Business designs and manufactures wiring harness products for sale principally to the commercial, agricultural and off-highway vehicle markets, as well as assembles entire instrument panels that are configured specifically to an OEM customer's specifications in the commercial vehicle market. The addition of these manufacturing facilities would enable MSSL to service the growing requirement of the customers in the region. With this acquisition, MSSL now has over 45 plants related to wiring harness business. On 15 December 2014, Motherson Sumi Systems Ltd. (MSSL), through its subsidiary Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP BV), announced the signing of an agreement for purchase of assets of Scherer & Trier group (S&T), Germany from its administrator. The consideration payable is approximately Euro 36 million for the assets including land and building & inventories along with the shareholding held in Mexican entities. This acquisition includes 2 manufacturing facilities situated at Michelau (Germany) and Puebla, (Mexico). The acquired entity develops and manufactures extrusion profiles, moulded parts made of thermoplastics and hybrid components made of metal and plastic catering to OEMs like Audi, BMW, Daimler, Ford, GM, VW etc. along with other customers. It also has a strong vertical integration including state-of-the-art tool room for injection moulding tools, process engineering and in-house material development capabilities. This acquisition further consolidates MSSL's polymer business in Europe & North America. On 29 April 2015, Motherson Sumi Systems Ltd. (MSSL) announced that the company through its subsidiary Samvardhana Motherson Automotive Systems Group BV (SMRPBV) has received a significant set of orders for the supply of a range of exterior and interior systems for several future Mercedes-Benz vehicle generations. MSSL estimates these orders to generate sales revenues of approximately Rs 15400 crore (Euro 2.2 billion approx.) over its lifetime and expected to commence from calendar year 2018. To support Daimler's expansion activities, MSSL will invest in 2 new plants, one each in the USA and Hungary which will enable SMRP BV to be closer to Daimler's vehicle assembly plants, along with capacity expansion in existing plants in Germany as well as new machines, tools and product development efforts. The Board of Directors of Motherson Sumi Systems Limited at its meeting held on 10 June 2015 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against the 2 (two) existing shares subject to the approval of the shareholders. On 7 September 2016, Motherson Sumi Systems Ltd (MSSL) informed the stock exchanges that MSSL Manufacturing Hungary Kft., a subsidiary of MSSL GmbH (which is a subsidiary of Motherson Sumi Systems Limited) is acquiring the Automotive Business Unit of Abraham es Tarsa Kft. (Abraham and Co. Ltd) located in Turkeve, Hungary on a going concern basis and would also give on lease part of acquired assets to SMR Hungary. With this transaction, which is expected to be completed in October 2016, MSSL through its 100% subsidiary, MSSL Manufacturing Hungary Kft., would acquire the land, building and machinery of Abraham es Tarsa Kft for a purchase price consideration of EUR 10.4 million. Abraham es Tarsa is an expert for plastic processing and high quality products for car makers across Europe. SMR Hungary a subsidiary of SMRP BV (98.5% holding), which is ultimately held by MSSL, has for many years been the primary customer of Abraham es Tarsa Kft. The integration of this business would allow to generate a number of operational synergies with SMR. This acquisition will increase the in house capability of SMR Hungary, and therefore will support SMR's position as technology and market leader for automotive mirrors in Hungary and Europe. The acquired unit will be further expanded to achieve group synergies through supplies to SMR and to the new facilities being set up by SMP in Europe to meet the demand for new orders from customers. On 12 September 2016, Motherson Sumi Systems Limited (MSSL) announced allotment of 1.77 crore equity shares to Sumitomo Wiring Systems Limited, Japan, one of the promoters of the company, at issue price of Rs 317 per share aggregating to Rs 563.07 crore on preferential basis. On 16 September 2016, Motherson Sumi Systems Limited (MSSL) announced successful completion of raising funds amounting to Rs 1993.44 crore by way of qualified institutional placement (QIP) issue. The QIP issue was priced at Rs 317 per share. On 27 March 2017, Motherson Sumi Systems Limited (MSSL) announced the deal closure with acquisition of 93.75% stake in Finland based global auto component major PKC Group Plc, a move that will help it expand its footprint significantly in American and European commercial vehicle market segment. MSSL will acquire the remaining stake in PKC Group Plc through subsequent offer/squeeze out process. The total consideration payable for the acquisition is approximately Euro 571 million. As announced earlier on 19 January 2017, MSSL and PKC entered into a combination agreement pursuant to which MSSL launched a voluntary recommended public tender offer for the acquisition of all the issued and outstanding share capital and voting rights of PKC Group Plc (PKC). The tender offer was launched on 6 February 2017. PKC designs, manufactures and integrates tailored electrical distribution systems and related architecture components, vehicle electronics, wires and cables especially for trucks and buses, light and recreational vehicles, construction equipment and agricultural and forestry equipment. In addition, PKC designs and manufactures electrical cabinets, power packs and electrical distribution systems for leading rolling stock manufacturers. With the operational expertise of MSSL and technical know-how of PKC, the company will add more value to its customers and suppliers. MSSL's success in managing its wiring harness business with a focus on training its' people, managing multiple plants with high degree of vertical integration from design to modules will help unlock the full potential of PKC. The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 19 May 2017 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing shares subject to the approval of the shareholders. On 9 January 2018, Motherson Sumi Systems through its subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV) announced the formation of a Joint Venture (JV) with Ossia Inc., innovator of the revolutionary Cota Real Wireless Power technology. Motherson Innovations Company Limited (MI), a subsidiary of Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV), will hold majority share in the JV and will aim at bringing Ossia's Cota power system into the interiors of some of the world's most popular vehicles. The newly formed entity will be based in the U.S.A, supported by Samvardhana Motherson Group's global organisation. On 2 April 2018, Motherson Sumi Systems through its step down subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV), announced the proposed acquisition of Reydel Automotive Group (Reydel), a privately held portfolio company of Cerberus Capital Management, L.P. (Cerberus) that manufactures interior components and modules for global automotive customers. The purchase price for the transaction is USD 201 million. This would be the 21st acquisition from the Samvardhana Motherson Group and is intended to further bolster Motherson's offerings in the automotive Interiors space. Reydel's Interiors Product Portfolio includes Instrument Panels, Door Panels, Console Modules, Decorative Parts and Cockpit Modules. Reydel's global presence spans 20 plants and 16 countries, and is supported by a workforce of approximately 5,650 associates. The acquisition would enable both companies to capitalise on new opportunities in their existing and new geographies, as well as within each others' customer portfolios. Reydel's revenue for the year ended 31 December 2017 was USD 1,048 million and EBITDA was USD 68 million (provisional, and in accordance with US GAAP). The consideration is expected to be financed using existing cash and banking limits at SMRPBV. During the financial year 2018-19,the company has allotted 105,26,44,746 equity shares of face value of Re 1 each on account of the issue of Bonus Shares on 01 November 2018 in the ratio of one equity share against two equity shares held. The Company's step down subsidiary Samvardhana Motherson Automotive Systems Group B.V.had completed acquisition of Reydel Automotive Group ('Reydel') on 02 August 2018. Thereafter, the name of Reydel has been changed to Samvardhana Motherson Reydel Companies ('SMRC'). SMRC is in the business of manufacturing interior components and modules for global automotive customers. Motherson Rolling Stock Systems GB Limited, UK ('MRSS'), (a wholly owned subsidiary of Motherson Sumi Systems Ltd. through PKC Group Ltd.), has signed a definitive agreement on 28 February 2019 with Bombardier Transportation (Rolling Stock) UK Ltd. ('Bombardier') to acquire Bombardier's assets in connection with the production and installation of electrical components and systems for applications in the rail industry, comprising among others, the manufacturing of wiring harnesses, panel and cabinet build and electromechanical assemblies in Derby, UK. The transaction includes transfer of assets, employee and inventories, on debt free and cash free basis and is valued at GBP 10.87 million (approx). The transaction has been completed in the month of April 2019. The board of directors given in-principle approval in its meeting dated 30 January 2020, for the reorganization of business within the group which will, inter alia, demerge domestic wiring harness business of the Company into a newly formed legal entity with mirror shareholding, which shall be listed and consolidate shareholding in Samvardhana Motherson Automotive Systems Group B.V. ('SMRP BV') in MSSL through a process of merger to bring 49% stake held by Samvardhana Motherson International Limited ('SAMIL') in SMRP BV into MSSL The Company's operations and standalone financial results for the year ended 31 March 2021 have been impacted partially by the outbreak of COVID-19 pandemic and the consequent lockdown announced by central and state governments, due to which the operations were suspended for a large part of the quarter ended 30 June 2020 and resumed gradually with prescribed regulations and precautions. The Board of Directors in its meeting dated 02 July 2020, approved a group reorganization plan with the objective of creating value for the shareholders of the Company ('MSSL'). The reorganization plan approved by the respective Boards of the Company and Samvardhana Motherson International Limited (SAMIL) among other things, entails demerger of Domestic Wiring Harness ('DWH') business from MSSL into a new company Motherson Sumi Wiring India Limited ('MSWIL') and subsequent merger of SAMIL into MSSL to consolidate 100% shareholding in Samvardhana Motherson Automotive Systems Group BV ('SMRP BV') as well as to bring all auto component and allied businesses in SAMIL under MSSL. The transaction is to be effected pursuant to a Composite Scheme of Amalgamation and Arrangement ('Scheme') and is likely to be completed during FY2021-22. Subsequent to the year, the Scheme has been approved by the shareholders and has now been submitted to NCLT for its approval. On 18 January 2021, the Company through its subsidiary SMR Automotive Mirrors Stuttgart GmbH signed a share purchase agreement for the acquisition of 75% stake in Plast Met Plastik Metal San. ImalatveTic.A.S.(PM-Bursa) and Plast Met Kalip San.veTic.A.S.(PM-Istanbul) together known as Plast Met group (Turkey) for a total purchase consideration of EUR 16.9 million (subject to final adjustments). The transaction has been completed on 29 April 2021. The Composite Scheme of Amalgamation and Arrangement was approved by the Hon'ble NCLT by way of its Order dated December 22, 2021. Pursuant to the Scheme, the Domestic Wiring Harness Undertaking/ DWH Undertaking of the Company was demerged into Motherson Sumi Wiring India Limited (MSWIL/ the Resulting Company) effective from January 5, 2022 and erstwhile Samvardhana Motherson International Limited (SAMIL/ the Amalgamating Company) got merged with and into the Company (the Amalgamated Company/ Holding Company) with effect from January 21, 2022. Accordingly, the Equity Shareholders of the Company were issued and allotted 1 Equity Share of face value of Re. 1 each of MSWIL for every 1 Equity Share of face value of Re. 1 each of the Company as a consideration for demerger. Further, in consideration of the amalgamation of erstwhile SAMIL into and with the Company, the Company issued and allotted 51 Equity Shares of the Company of Re. 1 each for every 10 Equity Shares of the Erstwhile SAMIL of Face Value of Rs. 10 each to the Shareholders of Erstwhile SAMIL. i.e., 51:10. During FY 2021-22, Jilin Huakai - PKC Wire Harness Co. Ltd. was incorporated on March 11, 2022 in China as an indirect subsidiary of the Company. Samvardhana Motherson Automotive Group B.V., Netherland, an indirect subsidiary of the Company, acquired 75% stake in Plast Met Plastik Metal Sanayi Imalat ve Ticaret Anonim Sirketi on April 29, 2021. SMR Plast Plast Met Molds and Tools Turkey Kalip Imalat Anonim Sirketi became indirect subsidiary of the Company. Samvardhana Motherson Automotive Group B.V., Netherland, an indirect subsidiary of the Company, acquired 75% stake in Plast Met Plastik Metal Sanayi Imalat ve Ticaret Anonim Sirketi on April 29, 2021. SMR Plast Met Automotive Tec Turkey Plastik Imalat Anonim Sirketi became indirect subsidiary of the Company. Ningbo SMR Huaxiang Automotive Mirrors Ltd, a step down subsidiary of Samvardhana Motherson Automotive Systems Group B.V., an indirect subsidiary of the Company, acquired 60% stake in Nanchang JMCG Mekra Lang Vehicle Mirror Co., Ltd. on October 8, 2021. Accordingly, Nanchang JMCG Mekra Lang Vehicle Mirror Co., Ltd. became an indirect subsidiary of Company. Motherson Aerospace Division acquired 55% stake in CIM Tools Pvt Ltd (CIM) in October, 2021, which was completed in April 2022.

Samvardhana Motherson International Ltd Directors Reports

To the Members,

Your Directors have the pleasure in presenting the 36^th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

During the year under review, the name of the Company has been changed from Motherson Sumi Systems Limited to "Samvardhana Motherson International Limited" and a fresh Certificate of Incorporation was issued by the Ministry of Corporate Affairs on May 18, 2022.

The summarized financial results for the year ended March 31, 2023 and for previous year ended March 31, 2022 are as follows:

On consolidated basis for the financial year 2022-23, your Company achieved total revenue from operations of INR 787,007 million as compared to the revenue of INR 637,740 million of the previous financial year ended March 31, 2022 from continuing operations. Net profit for the financial year is at INR 14,956 million as compared to the previous year's net profit of INR 5,096 million.

On standalone basis for the financial year 2022-23, your Company achieved total revenue from operations of INR 73,550 million as compared to its total revenue of INR 54,163 million of the previous financial year ended March 31, 2022 from continuing operations. The profit after tax for the year ended March 31, 2023 is INR 7,735 million as compared to INR 7,996 million of the previous financial year ended March 31, 2022. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

The profit available for appropriation for the year ended March 31, 2023 is INR 36,929 million and being carried over as surplus to the Profit & Loss Account as on March 31, 2023.

The Composite Scheme of Amalgamation and Arrangement was approved by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its order dated December 22, 2021 ("the Scheme").

Pursuant to the Scheme, erstwhile Samvardhana Motherson International Limited (CIN: U74900MH2004PLC287011), i.e., the Amalgamating Company got merged with the Company and Motherson Sumi Wiring Limited, i.e., the Resulting Company got demerged from the Company. Therefore the financial information of the current year is not truly comparable with the previous financial year.

The Management Discussion and Analysis Report for the 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 a separate section forming part of the Annual Report.

A. Equity Share

During the financial year, your Company had allotted 225,88,07,122 equity shares of face value of Re. 1 (Rupee One) each on account of the issue of Bonus Shares on October 6, 2022 in the ratio of 1 (one) equity share against 2 (two) existing equity shares held by the members as on record date. This is tenth 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 September 23,2022.

The bonus shares allotted ranks pan 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 INR 677,64,21,366/- (Rupees Six Hundred Seventy Seven Crores Sixty Four Lakhs Twenty One Thousand Three Hundred and Sixty Six only) divided into 677,64,21,366 (Six Hundred Seventy Seven Crores Sixty Four Lakhs Twenty One Thousand Three Hundred and Sixty Six) Equity Shares of Re. 1/- (Rupee One) each.

B. Non-Convertible Debentures ("NCDs")

During the financial year 2022-23, the Company has raised funds, inter-alia, by issue of Non-Convertible Debentures ("NCDs") on a private placement basis allotted on January 23, 2023. The key terms of issuance of NCDs are as below:

The Directors are pleased to recommend for approval of the members a payment of dividend of Re. 0.65 (Sixty Five Paise only) per share (face value of Re. 1/- each) on the Share Capital of the Company for the financial year ended

March 31, 2023 to the equity shareholders.

The dividend, if approved by the members, would involve total cash outflow on account of dividend of INR 4,405 Million resulting in a pay-out of 57% of the standalone profits of the Company and 29% of the consolidated profits of the Company.

The domestic credit ratings obtained during the Financial Year 2022-23, for the Company and all the debt instruments in India are given below:

The International credit ratings obtained by the Company and Samvardhana Motherson Automotive Systems Group B.V., Netherlands, ("SMRPBV") are as below:

The details of the credit ratings of the Company are available on its website www.motherson.com.

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 the date of the balance sheet.

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.

In accordance with the Companies Act, 2013 and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates, Ind AS 31 - Interests in Joint Ventures and Ind AS 116 - Leases, the audited consolidated financial statement 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.

(a) The Board of Directors of the Company in its meeting held on January 27, 2023 approved the Scheme of Amalgamation for Merger of its wholly owned subsidiaries namely Motherson Consultancies Service Limited and Motherson Invenzen Xlab Private Limited and Samvardhana Motherson Polymers Limited and MS Global India Automotive Private Limited. The Company has filed petition with Hon'ble National Company Law Tribunal, Mumbai Bench.

(b) During the financial year, SMR Automotive Mirrors UK Limited, a 100% step down subsidiary of SMRP BV, Netherlands has entered into a Share Purchase Agreement with Ichikoh Industries Ltd., Japan (Ichikoh), for the acquisition of 100% equity share capital held by Ichikoh in Misato Industries Co. Ltd., Japan and Ichikoh (Wuxi) Automotive Parts Co. Ltd., China. The same has been noted by the Company in its Board Meeting held on September 25, 2022.

(c) The Board of Directors of the Company in its meeting held on January 27, 2023 had approved acquisition of 51% stake in Saddles International Automotive and Aviation Interiors Private Limited ("SADDLES"). SADDLES is engaged in manufacturing of premium upholstery for passenger vehicles applications. Further, the closing of said acquisition was completed by the Company on July 13, 2023.

The Company now holds the 51% of equity share capital of SADDLES and accordingly SADDLES is now the subsidiary of the Company.

(d) The Board of Directors of the Company in its meeting held on February 19, 2023 noted the acquisition by SMRP BV, wholly owned subsidiary of the Company to acquire 100% stake in SAS Autosystemtechnik GmbH, Germany from Faurecia, a company of the FORVIA Group.

(e) The Board of Directors of the Company in its meeting held on March 16, 2023 had approved to acquire remaining 50% stake of Fritzmeier Motherson Cabin Engineering Private Limited from F Holdings GmbH, Austria. Further, the said acquisition was completed by the Company on March 20, 2023. The Company now holds 100% of equity share capital of Fritzmeier Motherson Cabin Engineering Private Limited and accordingly Fritzmeier Motherson Cabin Engineering Private Limited is now the wholly owned subsidiary of the Company.

(f) The Board of Directors of the Company in its meeting held on March 27, 2023 approved and noted that SMP Automotive Systems Alabama Inc., USA, had submitted a bid for purchase of asset of Bolta US Ltd., USA. Bolta US Ltd. is engaged in the business of providing injection molding and assembling of components for automotive industry. SMP Automotive Systems Alabama Inc., is an indirect wholly owned subsidiary of SMRP BV, whereas, SMRP BV is a material wholly owned subsidiary of Samvardhana Motherson International Limited.

(g) SMRP BV, a material subsidiary of the Company acquired additional 1.55% shares of Samvardhana Motherson Reflectec Group Holdings Limited ('SMR Jersey'). After the acquisition of aforesaid 1.55% stake, SMR Jersey became 100% subsidiary of SMRP B.V. effective from March 3,2023.

On March 31, 2023, the Company has 204 subsidiaries, 1 associate company and 21 joint ventures and there has been no other material changes in the subsidiaries, associated and joint ventures, except as provided below.

During financial year 2022-23, following changes have taken place in Company's subsidiaries, joint venture or associate companies:

1. Companies which became subsidiaries (direct and indirect) during financial year 2022-23 are as follows:

(a) Subsidiary through incorporation:

(i) Motherson Electronic Components Private Limited was incorporated on March 15, 2023 as an indirect wholly owned subsidiary through Samvardhana Motherson Innovative Solutions Limited.

(ii) Zhaoqing SMP Automotive Components Co, Ltd, was incorporated on November 25, 2022, as an indirect subsidiary through Chanchun Peguform Automotive Plastics Technology Co. Ltd.;

(iii) MSSL Germany Real Estate B.V. & Co. KG, was incorporated on February 28, 2023, as an indirect subsidiary through MSSL GmbH;

(iv) SMP Automotive Ex Real Estate B.V. & Co. KG, was incorporated on February 28, 2023, as an indirect subsidiary through SMP Automotive Exterior GmbH; and

(v) SMP D Real Estates B.V. & Co. KG, was incorporated on February 28, 2023, as an indirect subsidiary through SMP Deutschland GmbH.

(b) Subsidiary through acquisition:

(i) CIM Tools Private Limited effective from April 6, 2022.

(ii) Aero Treatments Private Limited effective from April 6, 2022 through CIM Tools Private Limited.

(iii) Fritzmeier Motherson Cabin Engineering Private Limited, a joint venture of the Company, has become the wholly owned subsidiary of the Company effective from March 20,2023.

2. Companies which ceased to be subsidiaries during financial year 2022-23 are:

(i) SMRC Automotive Holding B.V. (merged with SMRC Automotive Holding Netherlands B.V. with effect from April 1,2022);

(ii) MSSL Manufacturing Hungary Kft, Hungary, an indirect subsidiary of your Company has been closed effective from September 30,2022;

(iii) Motherson Innovations LLC, USA, an indirect subsidiary has been dissolved on June 9,2022;

(iv) Motherson Ossia Innovations LLC, USA, an indirect subsidiary has been dissolved on June 9, 2022;

(v) Samvardhana Motherson Invest Deutschland GmbH (merged with MSSL GmbH with effect from September 6, 2022);

(vi) Motherson Techno Precision GmbH (merged with Motherson Air Travel Agency GmbH with effect from September 9, 2022);

(vii) Shenyang SMP Automotive Component Co. Ltd, an indirect subsidiary of your Company has been deregistered effective from March 20, 2023; and

(viii) Motherson Rolling Stock Systems GB Ltd, an indirect subsidiary of your Company has been liquidated effective from January 26, 2023.

3. Companies which became joint venture during financial year 2022-23 are:

(i) Lauak CIM Aerospace Private Limited effective from April 6, 2022, through CIM Tools Private Limited.

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

Following are the unlisted wholly owned subsidiaries of the Company in which Independent Directors of the Company were appointed as Director on its Board:

* Material subsidiary in terms of Regulation 16(1)(c) and Regulation 24(1) of Listing Regulations.

# Material subsidiary in terms of Regulation 16(1)(c) of Listing Regulations.

In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and all of its subsidiaries, associate and joint venture companies form part of the Annual Report. Further, a statement containing performance and salient features of the financial statements of the Company's subsidiaries, associate and joint venture companies is annexed in Form AOC-1, which forms a part of the Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at www.motherson.com.

The Company's exports during the year were INR 15,979 million as against INR 11,733 million in the previous financial year from continuing operations. Further, the consolidated sales of product outside India of entities having operations in India (considering continuing operations) and consolidated in financial statements during FY 2022-23 were INR 689,125 million as against INR 568,520 million in FY2021-22. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities globally, to provide service to the customers as well as enhance customer relationships.

The Board of Directors met twelve (12) times during the financial year 2022-23 and the details of same are given in the Corporate Governance Report forming part of this Annual Report. 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.

During the financial year 2022-23, there was no change in the Board of Director(s) of the Company.

As per provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pankaj Mital (DIN: 00194931), Director of the Company, is liable to retire by rotation in the ensuing Annual General Meeting ("AGM"). Mr. Pankaj Mital being eligible seeks his re-appointment. Accordingly, the Board of Directors recommends the re-appointment of Mr. Pankaj Mital to the members of the Company.

The shareholding of Sumitomo Wiring Systems Limited (SWS) has reduced from 25.10% as on December, 2021 (i.e., formerly Motherson Sumi Systems Limited) to 14.15% as on March 31, 2023, of paid up share capital of the Company, SWS has now decided to reduce number of its nominee directors on the Board of the Company from two (2) to one (1) director. In this respect, Mr. Shunichiro Nishimura (DIN: 08138608), a nominee of SWS has resigned from the Directorship of the Company with effect from July 18, 2023. Further, the Board of Directors in its meeting held on July 18, 2023 had inducted Mr. Norikatsu Ishida, nominee of SWS as member in the Board Committee(s) in place of Mr. Shunichiro Nishimura.

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of i ndependence 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 they are the persons of integrity and possesses relevant expertise and experience.

During the 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 by them for the purpose of 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.

The Audit Committee of the Board for the financial year ended March 31, 2023 was comprised of Mr. Gautam Mukherjee as Chairman, Mr. Naveen Ganzu, Ms. Rekha Sethi, Mr. Veli Mati Ruotsala as Independent Directors and Mr. Shunichiro Nishimura, Mr. Laksh Vaaman Sehgal as Non-executive Directors. During the year all the recommendations made by the Audit Committee were duly accepted by the Board.

Further, consequent upon resignation of Mr. Shunichiro Nishimura effective July 18,2023, Mr. Norikatsu Ishida was appointed as member of the Audit Committee effective July 18, 2023. Accordingly, the re-constituted Audit Committee now comprise of the following:

Mr. Gautam Mukherjee - Chairman

Mr. Norikatsu Ishida

Ms. Rekha Sethi

Mr. Naveen Ganzu

Mr. Veli Matti Ruotsala

Mr. Laksh Vaaman Sehgal

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 the year and the number and dates of meetings of such Committees held during the Financial Year 2022-23 are covered in Corporate Governance Report which forms part of the Annual Report.

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"):

(a) The Board of Directors of the Company in its meeting held on April 17, 2023 had approved to acquire additional 30% stake in Youngshin Motherson Auto Tech Limited ("YMAT") from Youngshin Components Co. Ltd., Korea. Further, the closing of said acquisition was completed by the Company on June 2, 2023. The Company now holds the 80% of equity share capital of YMAT and accordingly YMAT is now the subsidiary of the Company.

(b) SMRP BV, a step-down subsidiary of the Company, through one of its European subsidiaries, has signed a binding undertaking to acquire a 100% stake in CIRMA ENTREPRISE, a French societe par actions simplifiee, from Vinci Energies France, a French societe par actions simplifiee. The same has been noted by the Company in its Board Meeting held on June 15, 2023.

(c) MSSL Consolidated Inc., a step-down subsidiary of the Company, has signed an agreement for an investment of USD 14 Million, 12% optionally convertible secured note of Prysm Systems Inc. The same has been noted by the Company in its Board Meeting held on July 4, 2023.

(d) SMRP BV, a subsidiary of the Company has entered into an agreement to acquire 81% stake in Yachiyo's 4W (Y4W) Business housed under Yachiyo Industry Co. Ltd. The same has been noted by the Company in its Board Meeting held on July 4, 2023.

(e) The Board of Directors of the Company in its meeting held on July 7, 2023 had approved to enter into an agreement to acquire 100% stake in Rollon Hydraulics Private Limited.

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 the basis of the criteria specified as per the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India with the aim to improve the effectiveness of the Board and the Committees.

The criteria for evaluation under different categories depends on the role the person(s)/group(s) plays in the Company. The criteria for every evaluation for the Financial Year 2022-23 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 during the financial year 2022-23, 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 the 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 wel 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 portal. The summary of the evaluation reports was presented to the respective Committees and the Board. The Directors had given a positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes.

In the Board Meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Directors being evaluated.

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 your Company, a policy on Director's appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said policy as approved by the Board of Directors, is uploaded on the Company's website at www.motherson.com. The extract of the said Policy is also covered in Corporate Governance Report which forms part of this Annual Report.

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

(a) That in preparation of the annual accounts for the financial year ended March 31, 2023, 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, 2023 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.

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 reappointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 01003E/IE300005), 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 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 the Financial Year 2022-23, 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 the financial year 2022-23.

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 the financial year 2022-23.

During the Financial Year 2022-23, 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 the recommendations of the Audit Committee, the Board of Directors had appointed M/s. SGS Associates, Company Secretaries (CP No. 1509) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2023.

The Report given by 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 the Financial Year 2022-23, 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.

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

Pursuant to Policy on 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 the provision of applicable Listing Regulations, all related party transactions are placed before the Audit Committee for approval including the 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 and where the 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.

Your Directors draw attention of the members to Note No. 40 to standalone financial statement which sets out related party disclosures.

Approval of Related Party Transactions pursuant to SEBI Listing Regulations

The Securities and Exchange Board of India ("SEBI") notified SEBI (Listing Obligation and Disclosure Requirements) (Sixth Amendment) Regulation, 2021 on November 9,2021 which were effective from April 1, 2022. The amended provisions of Regulation 23 of SEBI Listing Regulations defines a "material related party transaction" as transaction to be entered into individually or taken together with previous transactions during a financial year by the Company, which exceeds INR 1,000 crore or 10% of annual consolidated turnover of the listed entity, whichever is lower, as per last audited financial statements of the listed entity. Further, such "material related party transactions" require prior approval of shareholders.

In respect of above, the shareholders of the Company at its Annual General Meeting held on August 29, 2022 granted their approval for entering into contract(s) / agreements(s) / arrangement(s) / transaction(s), between the Company 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.

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-A to this Report.

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-B 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 forming part of this report. 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.

Your 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.

Business Responsibility and Sustainability Report:

The Securities and Exchange Board of India vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-23.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, BRSR on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also uploaded on the Company's website.

BRSR indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct'. This would enable the shareholders to have an insight into environmental, social and governance initiatives of the Company.

Dividend Distribution Policy:

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

A. EQUITY SHARES

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

B. NCDs

The details of NCDs issued and allotted by your Company is as under:

*The NCD issued on 2104.2020 vide ISIN No. INE775A07016 was redeemed on the maturity date i.e. 20.04.2023. The listing fees for the financial year 2023-24 for Equity Shares and NCDs have been paid to the said Stock Exchanges. The Company's equity shares continue to remain listed on NSE and BSE.

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 Chairman of the Audit Committee and its members.

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

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.

On recommendation of the Risk Management Committee, the Board of Directors of your Company adopted the amended Risk Management Policy for the Company and the said Policy is also 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.

During the financial year 2022-23 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.

In accordance with the requirements of section 135 of the Companies Act, 2013, your 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. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy). The Board of Directors in its meeting held on May 26,2022 amended its CSR Policy considering the changes made by Ministry of Corporate Affairs. 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-C and forms integral part of this Report.

The Company is, inter-alia, also performing CSR activities through Swarn Lata Motherson Trust which has been established for the sole purpose of CSR activities. Further, the Company continue to carry out CSR activities as specified under schedule VII to the Companies Act, 2013.

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 behaviour, 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.

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 2022-23 is available on the website of the Company at www.motherson.com.

Your Company has complied with the secretarial standards with respect to General and Board 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.

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

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 2022-23, there were two (2) complaints filed under the provisions of POSH Act. After the enquiry into these matters, required punishment of temporary suspension and termination been awarded to accused.

Notice of the AGM along with the Annual Report 2022- 23 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 2022-23 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.bseinclia.com and www.nseindia.com respectively. The above are 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 and General Circular No. 10/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs.

Your 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.

Samvardhana Motherson International Ltd Company Background

Samvardhana Motherson International Ltd Company Management

Samvardhana Motherson International Ltd Listing Information

Samvardhana Motherson International Ltd Finished Product