To the Members,
Your Directors have pleasure in presenting 38th Annual
Report together with the audited 3inancial statements of the Company for 3inancial year
ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has
been referred to wherever required.
FINANCIAL RESULTS
The summarized 3inancial results for the year ended March 31, 2025 and
for previous year ended March 31, 2024 are as follows:
` in Million
| Particulars |
Standalone |
Consolidated |
|
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
| Revenue from contract with customers |
98,503 |
87,876 |
1,125,409 |
977,794 |
| Other operating revenue |
3,365 |
2,584 |
11,217 |
9,123 |
Revenue from operations |
101,868 |
90,460 |
1,136,626 |
986,917 |
| Other Income |
12,742 |
5,532 |
5,577 |
1,876 |
Pro…it before depreciation, interest
and tax |
24,809 |
16,916 |
111,096 |
94,742 |
| Less: Depreciation and amortization expense |
3,562 |
3,130 |
44,934 |
38,105 |
| Less: Finance Costs |
3,474 |
2,564 |
18,824 |
18,112 |
| Less: Exceptional Expenses |
– |
– |
– |
2,499 |
| Add: Share of pro3it / (loss) in associates |
– |
– |
5,275 |
2,376 |
Pro…it Before Tax |
17,773 |
11,222 |
52,613 |
38,402 |
| Less: Provision for Tax |
2,003 |
1,783 |
11,156 |
8,206 |
| Less: Minority Interest |
– |
– |
3,427 |
3,034 |
Pro…it after tax |
15,770 |
9,439 |
38,030 |
27,162 |
| Add: Balance brought forward |
38,928 |
33,941 |
119,804 |
90,731 |
| Pro3it available for appropriation |
54,698 |
43,380 |
157,834 |
117,893 |
| Other Comprehensive income |
(160) |
(28) |
(1,898) |
(5,658) |
| Total Comprehensive income |
15,610 |
9,411 |
35,627 |
21,876 |
OPERATIONS AND PERFORMANCE
On consolidated basis for 3inancial year 2024—25, the Company
achieved total revenue from operations of INR 1,136,626 million as compared to revenue of
INR 986,917 million of the previous 3inancial year ended March 31, 2024, re3lecting an
increase of 15.17% from previous year. Consolidated Pro3it After Tax for 3inancial year is
at INR 38,030 million as compared to the previous year of INR 27,162 million re3lecting an
increase of 40.01% from previous year. The consolidated revenue for 3inancial year
2024—25 includes the acquisitions made during 3inancial year, provided in Note No. 50
of consolidated 3inancial statement of the Company.
On standalone basis, the Company achieved total revenue from operations
of INR 101,868 million of current 3inancial year ended March 31, 2025, as compared to its
total revenue of INR 90,460 million of previous 3inancial year, re3lecting an increase of
12.61% from previous year. The Pro3it After Tax for year ended March 31, 2025, is INR
15,770 million as compared to INR 9,439 million of previous 3inancial year, re3lecting an
increase of 67.07% from previous year.
The pro3it available for appropriation for 3inancial year ended March
31, 2025, is INR 54,698 million and being carried over as surplus to the Pro3it & Loss
Account as on March 31, 2025.
The Management Discussion and Analysis Report for year under review, as
stipulated under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is
presented in separate section forming part of the Annual Report. The operational
performance of the Company has been comprehensively covered in the Management Discussion
and Analysis Report.
CHANGE IN CAPITAL /CAPITAL STRUCTURE / FUND RAISING Fund raising
through Quali3ied Institutions Placement (‘QIP')
The Board of Directors at its meeting held on August 2, 2024 and
shareholders of the Company by special resolution passed at the 37th Annual
General Meeting held on August 29, 2024 had approved issue of securities through QIP.
Subsequently, on September 20, 2024, the Finance Committee approved the following:
i. the allotment of QIP of 259,873,701 equity shares of face value of `
1 each at an issue price of ` 190 per equity share, to Quali•ied Institutional Buyers
aggregating to ` 49,376 million in accordance with the provisions of SEBI ICDR Regulations
and the Act; and
ii. the allotment of 150,000 6.50% Compulsorily Convertible Debenture
(CCD) of face value ` 100,000 each to eligible quali•ied institutional buyers at the
CCD Issue Price of ` 100,000 per CCD.
Pursuant to the provisions of regulation 32(7A) of the SEBI Listing
Regulations, the Company has fully utilised the funds raised through QIP for the objects
stated in the ošer document and notice seeking members' approval i.e. repayment/
prepayment in part or in full, of certain outstanding borrowings availed by our company
and/or subsidiaries and for General Corporate Purposes. Pursuant to regulation 32 of the
SEBI Listing Regulations Statement of fund utilisation was submitted by the Company with
the stock exchanges on February 14, 2025.
The paid-up Equity Share Capital of the Company as on March 31, 2025,
was INR 703,62,95,067/- (Rupees Seven Hundred Three Crores Sixty-Two Lakhs Ninety-Five
Thousand and Sixty-Seven only) divided into 703,62,95,067 (Seven Hundred Three Crores
Sixty-Two Lakhs Ninety-Five Thousand and Sixty-Seven) Equity Shares of Re. 1/- (Rupee One)
each.
As mentioned above, during the •inancial year 2024?25, the
Company has raised funds, inter-alia, by issue of Compulsorily Convertible Debentures ("CCDs")
on a Quali•ied Institutional Placement basis allotted on September 20, 2024.
The key terms of issuance of CCDs (ISIN: INE775A08105) are as below:
| Instrument |
6.50% Compulsorily Convertible Debentures |
| Amount Raised |
INR 15,000 Million |
| Face Value |
INR 100,000/- each |
| Number of Securities |
150,000 |
| Maturity Date |
September 20, 2027 |
| Conversion |
a. Early Conversion Option: Each CCD holder
shall be entitled to convert their CCD into Equity Shares on or after September 30, 2026
("Entitlement Date"). For this purpose, each CCD of face value of `
100,000 shall be converted into such number of Equity Shares fully paid of face value of `
1 each as per the conversion price. |
|
b. Compulsory Conversion: Each CCD of the
face value of ` 100,000 outstanding on the Maturity Date will be automatically and
compulsorily converted into such number of Equity Shares fully paid up of face value of `
1 each, without any application or any further action on the part of the CCD holder at the
Maturity Date. If any or all of the CCDs have not been converted till Maturity Date, then
all of the CCDs held on the Maturity Date shall be compulsorily and automatically
converted into Equity Shares as per the conversion price. |
| Interest Payment |
Each CCD will bear interest at the rate of
6.50% per annum calculated on the face value of the CCD commencing from the date of
Allotment and until the Conversion Date. Interest on each CCD shall continue to accrue (on
a daily basis) and shall be payable in accordance with the terms hereof until the date on
which the CCD is converted into Equity Shares. The Interest shall be paid by our Company
to the CCD holders annually. |
Fund raised by issuance of US dollar denominated senior, secured,
guaranteed notes
On July 3, 2024, the Finance Committee of the Board of Directors of the
Company approved issuance of $ 350 million US dollar denominated senior, secured,
guaranteed notes (Notes) through its step-down wholly owned subsidiary, namely, Motherson
Global Investments B.V. (formerly SMRC Automotive Holdings Netherlands B.V.).
Key terms of issuance of Notes by Motherson Global Investments B.V.
(formerly SMRC Automotive Holdings Netherlands B.V.) are as below:
| Instrument |
US dollar denominated senior, secured,
guaranteed notes |
| Amount Raised |
$ 350 million |
| Allotment Date |
July 11, 2024 |
| Maturity Date |
July 11, 2029 |
| Interest Payment |
Coupon : 5.625% per annum |
|
Schedule of payment of principal: Bullet
payment on 11 July 2029 Schedule of payment of coupon interest: Interest on the Notes will
be paid semi-annually in arrears on 11 January and 11 July of each year, commencing on 11
January, 2025 |
| Corporate Guarantee by the Company |
The Company has undertaken guarantee
obligations in relation to the Notes under the Trust Deed. The Company's potential
liability under the Guarantee is initially capped at an amount equal to 105% of the
aggregate principal amount of the Notes, being US $ 367.50 million. |
|
The Guarantee shall be released upon the
earlier of (i) the date on which all amounts due and payable under the terms of the Notes
have been unconditionally and irrecoverably paid in full on or prior to July 11, 2029 and
(ii) the date failing 45 calendar days the Maturity Date. |
| Stock Exchange |
Frankfurt Stock Exchange |
| Rating |
The Notes are rated BBB- by Fitch Ratings and
Baa3 by Moody's rating. |
DIVIDEND
A. Interim Dividend
During the •inancial year 2024Ÿ25, the Board of Directors, in
its meeting held on Friday, March 21, 2025, declared an interim dividend of Re. 0.50
(•ifty paise only) per equity share of face value INR 1 each, aggregating to INR
3,518 million for the •inancial year 2024Ÿ25.
B. Final Dividend
In addition to the Interim Dividend, the Directors are pleased to
recommend for approval of members a payment of dividend of Re. 0.35 (Paise Thirty Five
only) per share (face value of Re. 1/- each) on the Share Capital of the Company for
•inancial year ended March 31, 2025 to equity shareholders. The dividend, if approved
by members, would involve total cash out•low on account of dividend of INR 2,463
million.
The payout of interim and 3inal dividend together would be 38% of
standalone pro3its of the Company and 16% of consolidated pro3its of the Company.
For the previous year ended March 31, 2024 the shareholders have
declared a dividend of Re. 0.80 (Eighty paise only) per share (face value of Re. 1 each).
CREDIT RATING A. Domestic
The domestic credit ratings obtained for the Company and all debt
instruments in India as on March 31, 2025, are given below:
| Category |
Domestic Ratings (the
Company) |
|
CRISIL |
India Rating and Research |
ICRA |
| Long Term |
AAA/Stable |
AAA/Stable |
AAA/Stable |
| Issuer Rating |
AAA/Stable |
AAA/Stable |
– |
| Non-convertible Debentures |
AAA/Stable |
AAA/Stable |
– |
| Short Term (Rea‘irmed) |
A1+ |
– |
– |
| Commercial Papers |
– |
A1+ |
A1+(Rea‘irmed) |
B. International
The International credit ratings obtained by the Company, Samvardhana
Motherson Automotive Systems Group B.V., Netherlands and Motherson Global Investment B.V.
as on March 31, 2025 are as below:
(a) Samvardhana Motherson International Limited:
| Category |
International Ratings |
|
Moodys |
Fitch Rating |
Japan Credit Rating Agency Ltd. |
| Long Term Rating |
Baa3/Stable |
BB+/Positive |
A/Stable |
(b) Samvardhana Motherson Automotive Systems Group B.V., Netherlands,
("SMRP BV"):
|
Ratings |
|
| Category |
Moodys |
Fitch Rating |
| Long Term Rating / Issuer Rating |
Baa3/Stable |
BB+/Positive |
| Foreign Currency Bond / Issue Rating |
– |
BBB- |
(c) Motherson Global Investment B.V. (formerly SMRC Automotive Holdings
Netherlands B.V., Netherlands):
Category |
Ratings |
|
Moodys |
Fitch Rating |
| Foreign Currency Bond / Issuer Rating |
Baa3 |
BBB- |
The details of the credit ratings of the Company and SMRP BV, are
available on its website www.motherson.com and www.smrpbv.com.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from public
covered under Chapter V of the Companies Act, 2013, and as such, no amount on account of
principal or interest on deposits from public was outstanding or remained unclaimed or
unpaid lying with the Company, as on March 31, 2025.
There are no deposits invited or accepted by the Company which are not
in compliance with the requirements of Chapter V of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 and Ind AS 110
– Consolidated Financial Statements read with Ind AS 28 –
Investments in Associates and Ind AS 31 – Interests in Joint Ventures, the audited
consolidated ƒinancial statement for ƒinancial year 2024…25 is provided in
the Annual Report.
The performance of the Company on consolidated basis is discussed at
length in the Management Discussion and Analysis Report forming part of the Annual Report.
MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR 2024325 A. Acquisition
(a) On April 8, 2024, the Company completed the acquisition of 100%
stake in Lumen North America Inc., Lumen Europe Sp. z.o.o., and Lumen Thailand Ltd., as
well as a 90% stake in Lumen Special Cables (Pty) Ltd., South Africa. The acquisition was
carried out through Lumen International Holdings Pty Ltd., a subsidiary of Samvardhana
Motherson Automotive Systems Group B.V. ("SMRP BV"), which is a wholly owned
material subsidiary of the Company. The initial disclosure to stock exchanges on aforesaid
acquisition was made on December 15, 2023.
(b) In continuation to the Stock Exchange disclosures date October 20,
2023, December 20, 2023 and February 29, 2024 respectively regarding acquisition the
Company of 73.05% stake (on a fully diluted basis) in Irillic Private Limited (hereinafter
referred to as "IRILLIC"). IRILLIC is engaged in design, development,
manufacturing and distribution of real time Fluorescence Imaging and 4K Laparoscopy
Imaging systems. The Company completed aforesaid acquisition dated April 27, 2024.
(c) The Board of Directors of the Company in its meeting held on August
2, 2024, approved acquisition by Samvardhana Motherson Innovative Solutions Limited
("SMISL"), a 100% subsidiary of the company acquisition of 34% stake of
Motherson Auto Solutions Limited ("MASL") from Sojitz Corporation. The Company
via its wholly owned subsidiary SMISL held 100% of equity share capital (along with
nominee shareholders) of MASL. Therefore, MASL became an indirect wholly owned subsidiary
of the company. The aforesaid acquisition was completed on August 17, 2024.
(d) The Board of Directors of the Company in its meeting held on
December 06, 2024 approved an acquisition of 95% shares with voting rights of Atsumitec
Co., Ltd. along with its subsidiaries ("Atsumitec Group") via its 100%
subsidiary Samvardhana Motherson Automotive Systems Group B.V ("SMRP B.V.").
Atsumitec Co., Ltd., a company duly incorporated and existing under the laws of Japan is
engaged in the production of high precision machined components including gear shifters,
chassis and transmission parts for 4- Wheeler ("4W") and 2…Wheeler
("2W") vehicles. The acquisition of a 95% stake in Atsumitec Co., Ltd. is
completed on March 26, 2025.
(d) The Board of Directors of the Company in its meeting held on
December 14, 2024, approved to acquire 100% shareholding of BALDI INDUSTRIA E COMERCIO
LTDA ("Baldi") via SMP Automotive PRODUTOS AUTOMOTIVOS DO BRASIL LTDA.
("SMP Brasil") a wholly owned subsidiary of Samvardhana Motherson Automotive
Systems Group B.V. ("SMRP B.V"). SMRP B.V is the Wholly owned subsidiary of the
Company. Baldi is a Tier 2 automotive supplier providing wrapping solutions and soft touch
surfaces for door panels, IP, steering wheels and other interior components. The
manufacturing capabilities include PVC and Fabric cutting, sewing, and wrapping for door
panels, armrests, IP Pads, Steering Wheel, and Shift Knob and Boots. The aforesaid
acquisition was completed on May 2, 2025.
B. Fund raising / Investments / Asset Others
(a) The Board of Directors of the Company in its meeting held on August
2, 2024, and subsequently the shareholders of the Company, by special resolution passed at
the 37th Annual General Meeting on August 29, 2024 and Finance Committee of the
Company at its meeting held on September 20, 2024 approved the allotment of (i)
259,873,701 Equity Shares of face value of Re.1 each to quali…ied institutional
buyers at the issue price of INR 190 per Equity Share, aggregating to INR 49,376.00
Million (Rupees Forty Nine Thousand Three Hundred Seventy Six Million) (ii) the allotment
of 150,000 6.50% Compulsorily Convertible Debentures (CCDs) of face value INR 100,000 each
to eligible quali…ied institutional buyers at the CCD Issue Price of INR 100,000 per
CCD. The Issue opened on September 16, 2024, and closed on September 20, 2024. Pursuant to
the allotment of Securities in the Issue, the paid-up equity share capital of the Company
stands increased from INR 6,776,421,366 comprising of 6,776,421,366 Equity Shares of Re. 1
each to INR 7,036,295,067 comprising of 703,62,95,067 Equity Shares of Re.1 each.
(b) The Board of Directors of the Company in its meeting held on March
21, 2025, approved subscription of upto 20,000 (Twenty Thousand) numbers of 9.25%
Compulsory Convertible Debentures of face value
` 100,000/- each (Rupees One Lac Only) aggregating upto ` 2,000 million
(Rupees Two Thousand Million Only) ("hereinafter referred as "CCD") on
preferential basis, in one or more tranches, issued by CIM Tools Private Limited
("CIM Tools"). CIM Tools is the is the subsidiary of the Company. Subsequently,
on March 27, 2025, CIM Tools allotted 17,500 (Seventeen Thousand Five Hundred) number of
9.25% Compulsory Convertible Debentures of face value INR 100,000/- each (Rupees One Lakh
Only) aggregating to INR 1,750,000,000/- (Rupees One Thousand Seven Hundred Fifty Million
Only) to the Company. The CCDs were converted into Equity Shares on June 30, 2025
resulting into increase in Equity Shareholding of the Company into CIM Tools to 68.14%.
(c) The Company through its step down wholly owned subsidiary, namely,
MSSL Consolidated Inc., a wholly owned subsidiary of Samvardhana Motherson Automotive
Systems Group B.V. ("SMRP B.V."), subscribed to 36,39,010 Class A Ordinary
Shares of REE Automotive Ltd. ("REE") upon completion of the transaction SMRP
B.V., held 18.6% of the ordinary share capital of REE representing 11% on a fully diluted
basis.
Further, upon raising additional capital by REE, SMRP B.V. approved to
invest between USD 5 to 7 million to remain close to its current shareholding percentage
in REE. REE is engaged in the design, development, and integration of vehicle components
into modular platforms for commercial electric vehicles (EVs), with a focus on mid and
last-mile delivery applications.
(d) CIM Tools Private Limited ("CIM"), subsidiary of the
Company sold its entire shareholding in Lauak CIM Aerospace Private Limited
("LCA"), a Joint Venture with Lauak International ("Lauak") on
September 28, 2024. LCA was a joint venture between CIM and Lauak. CIM tools held 49.99%
shares in LCA. SAMIL holds 55% of CIM. Accordingly, e?ective capital of SAMIL in LCA was
27.49%.
(e) Marelli Motherson Auto Suspension Parts Pvt. Ltd.
("MMAS"), a 50:50 Joint Venture between Marelli Europe S.P.A
and the Company has approved asset sale including …ixed assets and inventory. The
Board of Directors of the Company at its meeting held on January 24, 2025, approved the
aforesaid proposal. Marelli Motherson Auto Suspension is a 50:50 Joint Venture between
Marelli Europe S.P.A and Samvardhana Motherson International Limited. The Joint Venture
was established in 2014 to manufacture suspension components for passenger and commercial
vehicles in India. The sale was completed on April 1, 2025.
C. Other Material Developments
(a) In accordance with Regulation 31A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the
Company submitted an application on August 30, 2024, to BSE Limited ("BSE") and
the National Stock Exchange of India Limited ("NSE") seeking their approval for
the reclassi…ication of the following shareholders from the "Promoter and
Promoter Group" category to the "Public" category:
• Sumitomo Wiring Systems, Ltd., Japan, holding 658,955,936 equity
shares, representing 9.72% of the total shareholding of the Company; and
• H.K. Wiring Systems, Limited, Hong Kong, holding 11,490,526
equity shares, representing 0.17% of the total shareholding of the Company
The reclassi3ication request was made in compliance with all applicable
conditions prescribed under the SEBI Listing Regulations.
The Company has received approval from BSE Limited and the National
Stock Exchange of India Limited vide its letter dated on May 07, 2025 that Sumitomo Wiring
Systems, Ltd., Japan and H.K. Wiring Systems, Limited, Hong Kong are reclassi3ied from
Promoter / Promoter Group to Public.
(b) The Board of Directors of the Company in its meeting held on
February 7, 2025, approved the composite scheme of arrangement by and amongst the Company,
Samvardhana Motherson Innovative Solutions Limited ("SMISL"), Samvardhana
Motherson Auto System Private Limited ("SMAS"), Motherson Machinery and
Automations Limited ("MMAL") and their respective shareholders under Sections
230 to 232 of the Companies Act, 2013. The Scheme, inter-alia, provides for:
(i) Demerger of Motherson Sintermetal Technology and Motherson Advanced
Tooling Solutions along with certain investments held by SMISL in various companies
("Demerged Undertaking") and thereafter merger of the Demerged Undertaking with
the Company;
(ii) Amalgamation of SMAS with the Company; and
(iii) Amalgamation of MMAL with SMISL.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The details of changes in Company's subsidiaries, joint venture or
associate companies, are as following:
1. Companies became subsidiaries (direct and indirect) during 3inancial
year 2024Ÿ25 are as follows:
(a) Subsidiary through acquisition:
The entities acquired during the 3inancial year 2024Ÿ25 are
annexed in Annexure – A1 to this Board's Report.
(b) Subsidiary through incorporation:
List of subsidiaries incorporated during 3inancial year 2024Ÿ25 is
annexed in Annexure – A2 to this Board's Report.
2. Companies which ceased to be subsidiaries during 3inancial year
2024Ÿ25:
List of entities ceased to be subsidiaries during 3inancial year
2024Ÿ2025 is annexed in Annexure – A3 to this Board's Report.
3. Companies which ceased to become joint venture during 3inancial year
2024Ÿ25:
List of entities which ceased to become joint venture during the year
2024Ÿ25 is annexed in Annexure – A4 to this Board's Report.
4. Companies which became subsidiaries of the Company after March 31,
2025:
List of entities which became subsidiaries after March 31, 2025 is
annexed in Annexure – A5 to this Board's Report.
5. Subsidiaries in which Independent Directors of the Company have been
appointed as Director:
Following are the unlisted wholly owned subsidiaries of the Company in
which Independent Directors of the Company were nominated / appointed as Director on its
Board:
| Sr. No. |
Name of the unlisted wholly owned
subsidiaries |
Name of the Independent Director
appointed as Director |
| 1. |
Samvardhana Motherson Automotive Systems
Group B.V.* |
Mr. Veli Matti Ruotsala |
| 2. |
Samvardhana Motherson Global Holdings
Limited, Cyprus* |
Mr. Naveen Ganzu |
| 3. |
MSSL (GB) Limited* |
Mr. Naveen Ganzu |
| 4. |
Motherson Global Holdings Company B.V.* |
Mr. Veli Matti Ruotsala |
|
(Formerly known as SMRC Automotives Techno
Minority Holdings B.V.) |
|
| 5. |
Motherson Global Investments B.V. |
1. Mr. Veli Matti Ruotsala |
|
(Formerly known as SMRC Automotive Holdings
Netherlands B.V.)* |
2. Mr. Robert Joseph Remenar |
| 6. |
SMP Deutschland GmbH# |
Ms. Rekha Sethi |
*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.
6. Statement containing salient features of Financial Statements of all
subsidiaries in Form AOC•1
In accordance with section 129(3) of the Companies Act, 2013, the
consolidated ˜inancial statements of the Company and all its subsidiaries, associate
and joint venture companies form part of the Annual Report.
Further, a statement containing salient features of ˜inancial
statement of the Company's subsidiaries, associate and joint venture companies is
annexed in Form AOC•1, which forms a part of the Annual Report.
Details of subsidiaries of the Company and various business verticals,
their performance are covered in the Management Discussion and Analysis Report, which
forms a part of the Annual Report.
EXPORTS FROM INDIA
The Company's exports during year were ` 19,103 million as against
` 18,508 million in previous ˜inancial year. Further, consolidated sales of product
outside India during year were ` 1,002,427 million as against ` 867,319 million.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met ˜ifteen (15) times during
˜inancial year 2024•25 and 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.
DIRECTORS
During ˜inancial year 2024•25, there were no changes made in
the Board of Directors of the Company:
As per the 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 ensuing Annual General Meeting ("AGM"). Mr.
Pankaj Mital being eligible seeks his re-appointment. Accordingly, the Board of Directors
recommend re- appointment of Mr. Pankaj Mital to the members of the Company.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors has received declarations from all the
Independent Directors of the Company con3irming that they meet with criteria of
independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013
and Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations. The Board is
of the opinion that all Independent Directors are persons of integrity and possesses
relevant expertise and experience.
During current 3inancial year, Independent Directors of the Company had
no pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred for attending meetings of the Board of
Directors, Committee(s) and meeting of the Independent Directors. The details of
remuneration and/ or other bene3its of the Independent Directors are mentioned in the
Corporate Governance Report for the 3inancial year 2024Š25.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors presently comprised of
Mr. Naveen Ganzu as the Chairman, Ms. Rekha Sethi and Mr. Veli Mati Ruotsala as the
members. All members of the Audit Committee are the Independent Directors. During year all
the recommendations made by the Audit Committee were duly accepted by the Board of
Directors.
COMMITTEES OF BOARD
Details on Committees constituted by the Board under the Companies Act,
2013 and the Listing Regulations, their composition as well as changes in their
composition, if any, during current 3inancial year and number and dates of meetings of
such Committees held during 3inancial year 2024Š25 are disclosed in Corporate
Governance Report which forms part of the Annual Report.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of section 2(51) and 203 of the Companies
Act, 2013, during the 3inancial year under review the Company has following whole-time Key
Managerial Personnel ("KMP"):
| Sr. No. |
Name of KMP |
Designation |
| 1 |
Mr. Pankaj Mital |
Whole-time Director & Chief Operating
Oœicer |
| 2 |
Mr. Kunal Malani |
Chief Financial Oœicer |
| 3 |
Mr. Alok Goel |
Company Secretary |
MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THIS
REPORT
(a) The Company has raised funds, inter-alia, by issue of 202,500
Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures ("NCDs") on a
private placement basis allotted on June 27, 2025 and maturity date is June 27, 2030. The
coupon rate is 6.80%. The NCD has ISIN: INE775A08113 and is listed on BSE Limited.
(b) During the current 3inancial year 2025Š26, your Company had
allotted 351,81,47,534 equity shares of face value of Re. 1 (Rupee One) each on account of
the issue of Bonus Shares on July 21, 2025 in the ratio of 1 (one) equity share against 2
(two) existing equity shares held by the members as on record date. This is eleventh time
the Company has rewarded its shareholders through a Bonus Issue. Issue of Bonus shares
were approved by Shareholders through postal ballot for which results were declared on
July 5, 2025. The bonus shares allotted ranks pari passu with the existing equity shares
of the Company in all respects.
After the allotment of Bonus Shares, the paid-up capital of the Company
increased to ` 1055,44,42,601/- (Rupees One Thousand Fifty Five Crores Forty Four Lakhs
Forty Two Thousand Six Hundred and One only) divided into 1055,44,42,601 (One Thousand
Fifty Five Crores Forty Four Lakhs Forty Two Thousand Six Hundred and One) Equity Shares
of Re. 1/- (Rupee One) each.
(c) In view of the Board of Directors of the Company
("Board"), Equity-based compensation schemes are an e?ective means to reward,
retain, and motivate talent within the organization. In light of the aforesaid, subject to
members approval, the Nomination and Remuneration Committee ("Committee") and
the Board have approved implementation of ‘Samvardhana Motherson International
Limited – Employee Stock Option Scheme 2025' ("ESOP 2025"), in their
meeting held on June 06, 2025 and June 19, 2025, respectively. In terms of ESOP 2025, upto
9,45,00,000 (Nine crore Forty Five lakhs) employee stock options ("Options")
will be granted to the eligible employees of the Company, Group Company(ies) and
Subsidiary(ies), exclusively working in India or outside India, exercisable upto
9,45,00,000 (Nine crore Forty Five lakhs) equity shares of face value of Re. 1/- (Rupee
One only) each fully paid-up. Further, the ESOP 2025 shall be administered through an
irrevocable employee welfare trust namely ‘Motherson ESOP Trust' and supervised
by the Committee.
BOARD EVALUATION
In terms of the requirement of the Companies Act, 2013 and Regulation
19 read with Schedule II, Part D of the Listing Regulations, the Board carried out an
annual evaluation of its own performance, Board Committees, individual Directors including
the Independent Directors and the Chairman of the Company on basis of the criteria
speci„ied as per the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India with aim to improve e‰ectiveness of the Board and the
Committees.
The criteria for evaluation under di‰erent categories depend on
role the person(s)/group(s) plays in the Company. The criteria for every evaluation for
the Financial Year 2024'25 was decided at every level depending on the functions,
responsibilities, competencies required, nature of business etc. detailed as below:
| Person(s)/Group(s) |
Evaluation Criteria |
| Chairman of the Company Board |
Leadership, steering skills, impartiality,
commitment, ability to keep shareholder's interest in mind etc. The board composition
and structure, meetings of the Board, e‰ectiveness of board processes and its
functions, monitoring e‰ectiveness of Governance practices, evaluation of performance
of management and providing their feedback etc. |
| Committees of the Board |
The composition of Committees, structure of
Committees, e‰ectiveness of Committee meetings, independence of the Committees from
the Board, contribution to the decisions of the Board etc. |
| Executive/ Non-Executive/ Independent
Director(s) |
Criteria for all Directors includes
quali„ication, experience, knowledge and competencies, ful„ilment of functions,
commitment and their participation and contribution at the Board meetings and Committee
meetings etc. |
|
Additional criteria in case of Independent
Directors, i.e., independent from the Company and other Directors, providing independent
views and judgement. |
In a separate meeting of Independent Directors held on May 28, 2025,
performance of Non-Independent Directors, the Board as a whole and the Chairman of the
Company was evaluated, taking into account the views of Executive Directors and
Non-Executive Directors. The Independent Directors at their meeting also assessed quality,
quantity and timeliness of „low of information between the Company management and the
Board that is necessary for the Board to e‰ectively 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 di‰erent perspectives. The Board Members from
di‰erent backgrounds bring about di‰erent complementarities and deliberations in
the Board and Committee Meetings. It was also noted that the Committees are functioning
well and all important issues are brought up and discussed in the Committees as per its
terms of reference as mandated by law.
The evaluation process was carried out through a web-based application.
The summary of evaluation reports was presented to respective Committees and the Board.
The Directors had given a positive feedback on overall functioning of the Committees and
the Board of Directors. The suggestions made by the Directors in evaluation process have
been suitably incorporated in the processes. In the Board Meeting that followed meeting of
the Independent Directors and meeting of Nomination and Remuneration Committee,
performance of the Board, its committees and individual directors was also discussed.
Performance evaluation of Independent Directors was done by entire Board, excluding the
Independent Directors being evaluated.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination
and Remuneration Committee constituted under the provisions of section 178(1) of the
Companies Act, 2013, recommended to the Board of Directors of the Company, a policy on
Director's appointment and remuneration, including, criteria for determining
quali„ications, 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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(c) of the Companies Act, 2013 and subject to
disclosures in the Annual Accounts, Directors state as under :-
(a) That in preparation of annual accounts for •inancial year
ended March 31, 2025, the applicable Accounting Standards have been followed and there are
no material departures;
(b) That the Directors have selected appropriate Accounting Policies
and applied them consistently and made judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state of a…airs of the Company at
the end of the •inancial year March 31, 2025 and of the pro•it of the Company
for that period;
(C) That the Directors have taken proper and su‡icient 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 •inancial controls
to be followed by the Company and that such internal •inancial controls are adequate
and are operating e…ectively; 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 e…ectively.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
As per section 139 of the Companies Act, 2013, read with the Companies
(Audit and Auditors) Rules, 2014, the Members of the Company in 35th AGM
approved the re-appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants,
(Firm Registration No. 301003E/E300005), as Statutory Auditors of the Company for the
second term of 5 (•ive) consecutive years i.e. from the conclusion of 35th
AGM till the conclusion of 40th AGM of the Company to be held in the year 2027.
The notes on •inancial 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 quali•ication, reservation or adverse remarks. During Financial Year
2024›25, the Auditors have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under section
134(3)(ca) of the Companies Act, 2013.
Secretarial Auditor
In terms of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon
recommendations of the Audit Committee, the Board of Directors had appointed M/s. SGS
Associates LLP, Company Secretaries (CP No. 1509) as the Secretarial Auditor of the
Company, for conducting the Secretarial Audit for •inancial year ended March 31,
2025.
The Report received from the Secretarial Auditor is annexed herewith
and forms integral part of this Report. There has been no quali•ication, reservation
or adverse remark or disclaimer in their Report.
During Financial Year 2024›25, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
On December 12, 2024, the Securities and Exchange Board of India (SEBI)
amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to
strengthen the framework for secretarial audits. E…ective from April 1, 2025, the
regulations mandate that every listed entity and its material unlisted subsidiaries
incorporated in India must conduct a secretarial audit. Only Company Secretaries holding a
valid peer review certi•icate from the Institute of Company Secretaries of India
(ICSI) are eligible to be appointed as secretarial auditors. The tenure of a secretarial
auditor has been restricted to one term of •ive consecutive years for individuals and
two terms of •ive years each for •irms, followed by a mandatory •ive-year
cooling-o… period before reappointment. Appointments and reappointments must be
approved by shareholders in the Annual General Meeting, based on the Board's
recommendation. Existing auditor associations prior to March 31, 2025, will not count
toward the newly prescribed tenure limits.
Based on the recommendation of the Board in its meeting held on July
24, 2025, M/s. SGS Associates LLP, Company Secretaries (CP No. 1509) is proposed to be
appointed as Secretatiral Auditors of the Company to hold o3ice for a term of 3ive
consecutive years commencing from 3inancial year 2025326 till 3inancial year 2029330
subject to the approval of shareholders as per Listing Regulations read with section 204
of the Companies Act, 2013 and rules thereunder.
Cost Auditor
The maintenance of cost records as speci3ied 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 3inancial year 2024325.
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 3inancial year 2024325.
During Financial Year 2024325, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
AWARDS & RECOGNITIONS
During 3inancial year 2024325, the Company had received various awards
and recognitions, which have been described in "Awards and Recognition" section,
forming part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of loans given, Investments made, guarantees given and
securities provided along with purpose for which loan or guarantee, or security is
proposed to be utilized by recipient are provided in standalone 3inancial statement.
Please refer Note No. 6(a), 6(b) and 7 to the standalone 3inancial statements.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Pursuant to Policy on the Related Party Transaction of the Company, all
contracts / arrangements / transactions entered by the Company during 3inancial year with
related parties which were on arm's length basis and were in ordinary course of
business were approved by the Audit Committee. During the year the Company had not entered
into any contract / arrangement/ transaction with related parties which could be
considered material for which shareholders' approval is required in accordance with
provisions of the Companies Act, 2013.
Pursuant to provision of applicable Listing Regulations, all related
party transactions are placed before the Audit Committee for approval including
transaction under section 188 of the Companies Act, 2013 and regulation 23 of Listing
Regulations.
Prior omnibus approval of the Audit Committee has been obtained for
transactions which are foreseen and repetitive in nature. Also, where need for related
party transaction cannot be foreseen, Audit Committee granted omnibus approval for such
transactions having value upto rupees one crore per transaction. The transactions entered
into pursuant to omnibus approval were presented to the Audit Committee on quarterly basis
by way of a statement giving details of all related party transactions.
The Company has developed a Related Party Transactions Manual, Standard
Operating Procedures for purpose of identi3ication and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board and amended from time to
time is uploaded on the Company's website.
All material related party transactions and their material
modi3ications, if any, were entered into after being approved by the Company's
shareholders.
The Company did not have any contracts or arrangements with related
parties that fall under the scope of Section 188(1) of the Companies Act, 2013. The
disclosure of related party transactions conducted on an arm's length basis as required
under Section 134(3)(h) of the Companies Act, 2013 in Form AOC32 for the 3inancial year
2024325 enclosed as Annexure 'C1' and form part of the Report.
Details of related party transactions entered into by the Company, in
terms of Ind AS324 have been disclosed in the Note No. 40 to standalone 3inancial
statement which sets out related party disclosures.
Approval of Related Party Transactions pursuant to SEBI Listing
Regulations
Pursuant to the SEBI Listing Regulations and basis the recommendation
of the Audit Committee, shareholders of the Company at its Annual General Meeting held on
August 29, 2024 granted their approval for entering into contract(s) /agreements(s) /
arrangement(s) / transaction(s), between the Company and/ or its subsidiaries and/or its
joint ventures on the one hand, with following counter- parties:
(1) Motherson Sumi Wiring India Limited; and (2) SEI Thai Electric
Conductor Co., Ltd., Thailand.
The shareholders of the Company in the said meeting had approved
aforesaid related party transactions, as more particularly mentioned in the Notice for the
meeting read with the explanatory statement attached thereto pursuant to section 102 of
the Companies Act, 2013.
The Notice convening the said meeting along with the voting results can
be viewed on the website of the Company at www.motherson.com.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information under section 134(3)(m) of the Companies Act, 2013, read
with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure – B to this
Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required
under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure
– C to this Report.
The Statement containing the particulars of top 10 employees as
required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other
applicable rules (if any), is provided in a separate annexure. Further, the report and the
accounts are being sent to the members excluding the aforesaid annexure. In terms of
section 136 of the Companies Act, 2013 the said annexure is open for inspection at the
registered o•ice of the Company during the working hours for a period of twenty-one
days before the date of the AGM. Any member interested in obtaining a copy of the same may
write to the Company.
CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing Regulations. A separate
section on Corporate Governance, forming a part of Annual Report and the requisite
certi™icate from the Company's Auditors con™irming compliance with the
conditions of Corporate Governance is attached to the report on Corporate Governance.
DISCLOSURE REQUIREMENT
Business Responsibility and Sustainability Report:
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report (‘BRSR'), in the prescribed
format is available as a separate section of the Annual Report and is also available on
the Company's website at www. motherson.com. In terms of Listing Regulations, the
Company has obtained, BRSR Reasonable assurance on BRSR Core Indicators from M/s. S. R.
Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005).
Dividend Distribution Policy:
As per regulation 43A of the Listing Regulations, the Dividend
Distribution Policy of the Company is disclosed in the Corporate Governance Report and the
said Policy is also uploaded on the Company's website.
LISTING OF SECURITIES A. EQUITY SHARES
The Equity shares of the Company are presently listed at the National
Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
B. NCDs
The details of NCDs issued and allotted by the Company as on March 31,
2025 is as under:
| Sl. No. |
ISIN |
Issuance date |
Listing date |
Listing quantity |
Exchange |
| 1 |
INE775A08055* |
25.11.2021 |
26.11.2021 |
250 |
BSE Limited |
| 2 |
INE775A08063 |
25.11.2021 |
26.11.2021 |
515 |
BSE Limited |
| 3 |
INE775A08071** |
08.12.2021 |
09.12.2021 |
235 |
BSE Limited |
| 4 |
INE775A08089 |
23.01.2023 |
24.01.2023 |
600 |
BSE Limited and National Stock Exchange of
India Limited |
| 5 |
INE775A08097 |
04.10.2023 |
05.10.2023 |
1500 |
BSE Limited |
* The NCD issued on 25.11.2021 vide ISIN No. INE775A08055 was redeemed
on the maturity date i.e. 25.11.2024.
** The NCD issued on 08.12.2021 vide ISIN No. INE775A08071 was repaid
07.12.2024.
C. CCD
The 150,000 6.50% CCD of face value ` 100,000 each are listed on NSE
and BSE.
The listing fees for the „inancial year 2024…25 for Equity
Shares, NCDs and CCD have been paid to the said Stock Exchanges.
The Company's equity shares continue to remain listed on NSE and
BSE.
INTERNAL CONTROL
The Company has an Internal Control System commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and independence, the
Internal Audit Reports are presented directly to the Audit Committee. a Details about
Internal controls and their adequacy are set out in the Management Discussion &
Analysis Report which forms part of this report.
RISK MANAGEMENT
The Board of Directors had constituted Risk Management Committee to
assist the Board with regard to the identi„ication, evaluation and mitigation of
strategic, operational, external environment and cyber security risks and in
ful„illing 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 e"ectiveness. The major risks
identi„ied by the businesses and functions are systematically addressed through
mitigating actions on a continual basis.
The Risk Management Policy for the Company is uploaded on the
Company's website. The development and implementation of risk management policy has
been covered in the Management Discussion and Analysis Report, which forms part of the
Annual Report.
The terms of reference of the Risk Management Committee is provided in
the Corporate Governance Report. The Company has also formulated a Risk Management Policy
(RMC Policy). The RMC Policy is available on the website of the Company at www.
motherson.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the „inancial year 2024…25 under review, no such order
is passed by any Regulators or Courts or Tribunals which would impact the going concern
status of the Company and its future operations other than the orders mentioned herein
above.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of section 135 of the Companies
Act, 2013, the Company has a Corporate Social Responsibility Committee ("CSR
Committee"). The CSR Committee comprises of Mr. Vivek Chaand Sehgal, Chairman, Ms.
Rekha Sethi, Independent Director and Mr. Laksh Vaaman Sehgal, Non-Executive Director.
The terms of reference of the CSR Committee is provided in the
Corporate Governance Report. The Company has also formulated a Corporate Social
Responsibility Policy (CSR Policy). The CSR Policy is available on the website of the
Company at www. motherson.com.
Annual report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure –
D and forms integral part of this Report. The Company has engaged M/s. KPMG Assurance and
Consulting Services LLP, an Independent Agency, to conduct the impact assessment of the
CSR initiatives undertaken for the Financial Year 2024…25. The impact assessment
reports are available on the website of the Company at www.motherson.com.
Further, the Vice President Finance of the Company has certi„ied
that CSR spends of the Company for Financial Year 2024…2025 have been utilised for
the purpose and in the manner approved by the Board of Directors of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism which incorporates a
whistle blower policy in terms of the Companies Act, 2013 and the Listing Regulations for
Directors and employees to report their genuine concerns. The objective of the Policy is
to create a window for any person who observes an unethical behavior, actual or suspected
fraud, or violation of the Company's
Code of Conduct or ethics policy (hereinafter "Unethical and
Improper Practices"), either organizationally or individually, to be able to raise it
and to provide for adequate safeguards against victimization of whistle blower and also to
provide for direct access to the Chairperson of the Audit Committee.
Thought Arbitrage Consultancy has been appointed by the Board of
Directors as an independent external ombudsman under this Whistle-blower Mechanism.
Protected Disclosure can be made by a Whistle Blower through an e-mail
or dedicated telephone line or a letter to the Thought Arbitrage Consultancy or to the
Chairman of the Audit Committee. The Whistle Blower Policy is available on the
Company's website at www.motherson.com.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) read with section
134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the annual return in the prescribed format for the
•inancial year 2024-25 is available on the website of the Company at www.motherson.
com.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standard 1 and
Secretarial Standard 2 relating to ‘Meeting of Board of Directors' and
‘General Meetings' respectively, as speci•ied by the Institute of Company
Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56
of 1980), and approved as such by the Central Government.
HUMAN RESOURCES
The relations with the employees and associates continued to remain
cordial throughout the year. The Directors of the Company wish to place on record their
appreciation for the excellent team spirit and dedication displayed by the employees of
the Company.
DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDERSSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Internal
Committee composed of internal members and an external member who has extensive experience
in the •ield.
During the •inancial year 2024™25, there were 'zero'
complaints •iled under the provisions of POSH Act. The details are mentioned as
below-
| Number of complaints of sexual
harassment received in the ‹inancial year 2024‘25 |
Number of complaints disposed o"
during the ‹inancial year 2024‘25 |
Number of cases pending for more than
ninety days |
| 0 |
0 |
0 |
During the year, the Company held awareness programmes for educating
employees for prevention and reporting harassment cases.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
Your Company has complied with all the applicable provisions of
Maternity Bene•it Act, 1961.
GREEN INITIATIVES
Notice of AGM along with Annual Report 2024™25 is being sent only
through electronic mode to those Members whose email addresses are registered with the
Company / Depositories. Members may note that the Notice and Annual Report 2024™25
will also be available on the Company's website www.motherson.com, websites of
the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.
bseindia.com and www.nseindia.com respectively. The above is in compliance with General
Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated
April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No.
22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020,
General Circular No. 39/2020 dated December 31, 2020, General Circular No. 02/2021 dated
January 13, 2021, General Circular No. 20/2021 dated December 08, 2021, General Circular
No. 2/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022 General
Circular No. 09/2023 dated September 25, 2023, General Circular No 09/2024 dated September
19,2024 and Circular no. SEBI/HO/CFD/CFD-PoD•2/P/CIR/2024/133 dated October 3, 2024
issued by the SEBI.
OTHER AFFIRMATIONS
Pursuant to the provisions of Companies (Accounts) Rules, 2014, the
Company a‡irms that for the year ended on March 31, 2025:
a) There were no proceedings, either ‘iled by the Company or
against the Company, pedning under the Insolvency and Bankruptcy Code, 2016, before the
National Company Law Tribunal or any other court.
b) There was no instance of one-time settlement with any bank of
‘inancial institution.
c) There were no material changes and commitments a–ecting the
‘inancial position of the Company between the end of the ‘inancial year and the
date of this Report.
d) There has been no change in the nature of business of the Company
during the ‘inancial year ended on March 31, 2025.
e) No amount has been transferred to Reserves by the Company during the
‘inancial year ended on March 31, 2025.
f) There was no revision of ‘inancial statement and Board's Report
of the Company during the year under review.
ACKNOWLEDGEMENT
Board of Directors would like to place on record their sincere
appreciation for the wholehearted support and contributions made by all the employees of
the Company as well as customers, suppliers, bankers, investors and other authorities. Our
consistent growth was made possible by their hard work, solidarity, cooperation and
support.
The Directors also thank the Government of various countries,
Government of India, State Governments in India and concerned Government
Departments/Agencies for their co-operation, support and look forward to their continued
support in the future.
Last but not the least the Board of Directors wish to thank all the
stakeholders of the Company and Sumitomo Wiring Systems Limited, Japan for their
continuous support.
|
For and on behalf of the Board |
|
For Samvardhana Motherson International
Limited |
| . |
Vivek Chaand Sehgal |
| Place : Noida |
Chairman |
| Date : July 24, 2025 |
DIN:00291126 |
| . |
|
|