Your Directors have the pleasure in presenting the 5th Annual Report together with the audited financial statements of the Company
for the financial year ended March 31, 2025.

FINANCIAL RESULTS

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

OPERATIONS AND PERFORMANCE

For the financial year 2024-25, the Company achieved total
revenue of '93,194 million and Net profit at '6,059 Million as
compared to total revenue of '83,274 million and Net profit at INR
6,383 million from previous year.

Key Highlights for year under review are as under:

a) Achievement of yearly revenue of over ' 90,000 million;

b) Consistent financial prudence has enabled to maintain a
debt-free status.

c) Strengthening presence across India with 30 facilities to
support demand from our customers.

d) ROCE of 42%, delivering more than 40% ROCE continuously.

e) Proud to be part of India's top selling passenger vehicles, EV
PVs and EV 2Ws models.

The operational performance of the Company has been
comprehensively covered in the Management Discussion and
Analysis Report. 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 this Annual Report.

SHARE CAPITAL

The Authorised Equity Share Capital of the Company as on March
31, 2025 was ' 9,000,000,000 (Rupees Nine Hundred crores
only) divided into 9,000,000,000 (Nine Hundred Crores) Equity
shares of Re.1 (Rupee one) each.

The paid up Equity Share Capital of the Company as on March
31, 2025 was ' 4,421,107,932 (Rupees Four Hundred Forty Two
Crores Eleven Lacs Seven thousand Nine hundred and Thirty Two

only) divided into 4,421,107,932 (Four Hundred Forty Two Crores
Eleven Lacs Seven thousand Nine hundred and Thirty Two only)
Equity shares of Re.1 (Rupee one) each.

The Board of Directors of the Company in its meeting held on May
29, 2025 have approved issuance of INR 2,210,553,966/- (Rupees
Two Hundred Twenty One Crores Five Lacs Fifty Three Thousand
Nine Hundred and Sixty Six) divided into 2,210,553,966 (Two
Hundred Twenty One Crores Five Lacs Fifty Three Thousand Nine
Hundred and Sixty Six) Equity Shares of face value of INR 1/- (Rupee
One) each as bonus shares in the ratio of 1:2, i.e., 1 equity share of
Re. 1/- each as bonus share fully paid-up, for every 2 existing equity
shares of Re. 1/- each, subject to approval of shareholders through
Postal Ballot, result of which was declared on July 7, 2025.

After the allotment of Bonus Shares, the paid-up capital of the
Company has been increased to INR 6,631,661,898/- (Rupees Six
Hundred Sixty Three Crores Sixteen Lacs Sixty One Thousand Eight
Hundred and Ninety Eight) divided into 6,631,661,898 (Six Hundred
Sixty Three Crores Sixteen Lacs Sixty One Thousand Eight Hundred
and Ninety Eight) Equity Share of INR 1/- (Rupee One) each.

dividend

Dividend Distribution Policy

As per the Dividend Distribution Policy of the company the Board
will adhere to the Policy for "distribution of up to 40% of profit"
as dividend. In terms of regulation 43A of the Listing Regulations,
extract of Dividend Distribution Policy of your Company is
disclosed in the Corporate Governance Report as well and
forms part of this annual report the same is also available on the
Company's website at the weblink : www.mswil.motherson.com/
storage/policies/Dividend-Distribution-Policy.pdf

Dividend Declared

Your directors are pleased to recommend for approval of
members a payment of final dividend of Re. 0.35 (Thirty Five paisa
Only) per share (face value of Re. 1/- each) on the Share Capital
of the Company for the financial year ended March 31, 2025 to
the equity shareholders. Additionally, during the year an Interim
Dividend of Re. 0.50 (Fifty Paisa only) per share (face value of Re.
1/- each) on the share capital of the Company was declared and
paid to the equity shareholders of the Company.

The final dividend, if approved by the members, would involve
total cash outflow on account of dividend of '1,547 Million.

credit rating

On April 17, 2025, India Ratings & Research (a Fitch Group
Company) has assigned credit rating to the Banking facilities of
the company as under:

subsidiaries, joint ventures and associates

There are no companies which have become or ceased to be
the Subsidiaries, Joint Ventures or Associate companies of the
Company during the year 2024-25.

exports from india

Your Company is mainly into sale of products in India. Export from
India is very negligible.

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, neither any 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.

number of meetings of the board

The Board of Directors met six (6) times during the financial
year 2024-25 and the details of same are given in the Corporate
Governance Report forming part of this Annual Report. The
intervening gap between consecutive meetings was not more
than one hundred and twenty (120) days as prescribed under the
Companies Act, 2013 and the Listing Regulations.

directors

As per the provisions of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Laksh Vaaman Sehgal (DIN:
00048584), Director of the Company, is liable to retire by rotation
in the ensuing AGM. Mr. Laksh Vaaman Sehgal, being eligible
seeks his re-appointment. Accordingly, the Board of Directors
recommend the re- appointment of Mr. Laksh Vaaman Sehgal to
the members of the Company. Mr. Soichiro Namba (DIN: 11208712)
has been appointed as an Additional Director w.e.f. July 24, 2025.
The Board recommends his appointment as Director for approval
at the ensuing 5^th Annual General Meeting of the Company.

The details of re-appointment/appointment of the Director of the
Company is mentioned in Explanatory Statement under section
102 of the Companies Act, 2013 and annexure to the Notice of 5th
AGM of the Company.

statement of declaration by independent
directors

The Board of Directors have received declarations from all the
Independent Directors of the Company confirming that they meet
with criteria of independence as prescribed both under Section
149(6) of the Companies Act, 2013 and under Regulation 16(1)

(b) read with Regulation 25 of the Listing Regulations and that

they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013. The Board is
of the opinion that they are the persons of integrity and possesses
relevant expertise and experience (including the proficiency) for
being appointed and continuing as Independent Directors on the
Board of the Company.

In terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company
have confirmed that they have registered themselves with the
databank maintained by The Indian Institute of Corporate Affairs,
Manesar ("IICA")

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

Code of Conduct affirmation by Directors, Key Managerial
Personnel and Senior Management Personnel

All the Directors, Key Managerial Personnel and senior
management personnel, have affirmed and complied with the
Code of Conduct formulated by the Company.

Directors Responsibility Statement

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, 2025, the applicable Accounting
Standards have been followed and there are no material
departures;

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

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

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

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

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

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 Director 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.

Board Evalution was sought by way of a structured questionnaire
covering various aspects of the Board's functioning such as
adequacy of time spent on strategic issues, effectiveness of
Governance practices, setting corporate culture and values,
execution and performance of specific duties, obligations and
governance. The performance evaluation was carried out based
on the responses received from the Directors.

The results of the Evaluation for the year under review were
shared with the Board, Chairman of respective Committees and
individual Directors. The results of Evaluation showed high level of
commitment and Engagement of Board, its various Committees
and Senior leadership.

The Board Evaluation reaffirms the Board's strong commitment to
governance and strategic oversight, as evidenced by the proactive
leadership of its members, the effectiveness of Committees and
the engagement of senior management. A key insight highlights
the Board's independence and steadfast dedication to upholding
rigorous governance standards, ensuring transparency and
fostering sustainable value creation for stakeholders.

The criteria for evaluation under different categories depends
on the role of the person(s)/group(s) plays in the Company. The
criteria for every evaluation for the FY 2024-25 was decided
at every level depending on the functions, responsibilities,
competencies required, nature of business etc., detailed as below:

The Independent Directors of the Company evaluated
performance of Non Independent Directors, the Board as a whole
and the Chairman of the Company. The Independent Directors
at their meeting held on January 20, 2025, 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. During
the year, Board Evaluation was completed by the Company
which included the Evaluation of the Board as a whole, Board
Committees, Chairman and Individual Directors of the Board.

The Directors opined collectively repeated word that the Board as
a whole is functioning as a cohesive body. The Board Members
from different backgrounds/experiences brought about different
expertise and guidance in the Board and Committee Meetings. It
was also noted that the Committees are functioning well and all
required issues are brought up and discussed in the Committees
as per its terms of reference as mandated by law.

policy on directors appointment and
remuneration and key managerial personnel

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 https://www.mswil.motherson.com/storage/policies/
Nomination-Remuneration-and-Evaluation-Policy.pdf The extract
of the said Policy is also covered in Corporate Governance Report
which forms part of this Report.

key managerial personnel

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

1. Mr. Anurag Gahlot, Whole-time Director and Chief Operating
Officer

2. Mr. Mahender Chhabra, Chief Financial Officer (till June 4,
2025)

3. Ms. Pooja Mehra, Company Secretary

4. Mr. Gulshan, Chief Financial Officer w.e.f July 2, 2025

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 first Annual General Meeting approved
the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants, (Firm Registration No. 301003E/E300005) as the
Statutory Auditor of the Company for a term of five years starting
from conclusion of the first Annual General Meeting until the
conclusion of sixth Annual General Meeting of the Shareholders of
the Company to be held in the year 2026.

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
is unmodified and does not contain any qualification, reservation
or adverse remarks.

During the Financial Year 2024-25, the Auditors had 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 2024-25.

As per recommendation of the Audit Committee, the Board of
Directors had 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 2024-25.

During the 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.

The Board of Directors of your Company based on the
recommendations of the Audit Committee at its Meeting held on
July 24, 2025 appointed M/s. M.R. Vyas & Associates, Cost and
Management Accountants (Registration No. 101394), as the Cost
Auditors of the Company for the FY 25-26 under section 148 of the
Companies Act, 2013. M/s. M.R. Vyas & Associates have confirmed
that their appointment is within the limits of section 141(3)(g) of the
Companies Act, 2013 and have also certified that they are free from
any disqualifications specified under section 141(3) and proviso to
section 148(3) read with section 141(4) of the Companies Act, 2013.

The Audit Committee has also received a Certificate from the
Cost Auditors certifying their independence and arm's length
relationship with the Company. As per the provisions of the
Companies Act, 2013, the remuneration payable to the Cost
Auditor is required to be placed before the Members in a
General Meeting for their ratification. Accordingly, a Resolution
seeking Members' ratification for the remuneration payable to
M/s. M.R. Vyas & Associates, Cost Auditors is included in the Notice
convening the Annual General Meeting.

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 LLP, Company Secretaries (CP No. 1509) as the
Secretarial Auditor of the Company, for conducting the Secretarial
Audit for financial year ended March 31, 2025.

The Report 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 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.

In alignment with the regulatory framework including the
amendments made by SEBI and the provisions of the Companies
Act, 2013 regarding Secretarial Audit and appointment of
Secretarial Auditor, the Board of Directors of your Company
based on the recommendations of the Audit Committee at its
Meeting held on July 24, 2025, approved and recommended

to the Shareholders for their approval, appointment of M/s.
SGS Associates LLP, Company Secretaries (CP No. 1509) a peer
reviewed firm of Company Secretaries in whole time practice,
as the Secretarial Auditors of the Company for a term of 5
consecutive years commencing from FY 25-26 till FY 29-30.

The Board acknowledges the significance of robust compliance
mechanisms and corporate governance practices within the
Company. M/s. SGS Associates LLP, Company Secretaries (CP
No. 1509), Company Secretaries brings extensive experience in
the field and is expected to provide invaluable insights into the
regulatory landscape, ensuring adherence to all relevant laws
and guidelines as applicable pursuant to the Secretarial Audit
guidelines.

audit committee

The Audit Committee of the Board of Directors for the financial year
ended March 31, 2025 comprised of Mr. Anupam Mohindroo as
Chairman, Mr. Rajesh Kumar Seth and Col. Virendra Chand Katoch
(Retd) as members. All the members of the Audit Committee are
independent Directors. All the recommendations of the Audit
Committee were accepted by the Board.

During the year under review all the recommendations made by
the Audit Committee were duly accepted by the Board.

corporate governance

Your Company has taken adequate steps to ensure compliance
with the provisions of Corporate Governance as prescribed
under the Listing Regulations. Your Company places highest
emphasis and priority on corporate governance practices. 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.

committees of the board and policies

Committees of the 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 the year
and the number and dates of meetings of such committees
held during the year are covered in Corporate Governance
Report which forms part of the Annual Report for the Financial
Year 2024-25.

Corporate Social Responsibility

Company's CSR intiative focus on environmental, sustainability,
healthcare and community development.

Your Company has a Corporate Social Responsibility (CSR)
Committee. The CSR Committee comprises of Mr. Vivek Chaand
Sehgal, Chairman, Mr. Anurag Gahlot, Executive Director and Mr.
Anupam Mohindroo as Non Executive Independent Director.

The terms of reference of the Corporate Social Responsibility
(CSR) Committee is provided in the Corporate Governance
Report. Your Company has also formulated a Corporate Social
Responsibility Policy (CSR Policy) which is available on the website
of the Company at https://www.mswil.motherson.com/storage/
policies/Corporate-Social-Responsibility-Policy.pdf

Annual report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been
appended as Annexure-A 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.

Further Chief Financial Officer of the Company has certified that
CSR spends of the Company for the FY 2024-25 has 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
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 is independent external ombudsman
under this Whistle-blower mechanism and Company has taken
software named Navex for collecting Whistle Blower concerns.

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 https://www.mswil.motherson.com/storage/policies/Whistle-
blower-Policy.pdf

A quarterly report on the Whistle Blower complaints, as received is
placed before the Audit Committee for its review.

sustainability policy and business responsibility
sustainability report (brsr) reporting

Company's mantra for sustainability revolves around the concept
of 'Planet, People and Governance.' Company firmly believes in
responsible resource management, social inclusion and ethical
business practices.

Pursuant to regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility Sustainability Report describing the
initiatives taken by your Company from an environmental, social
and governance perspective, in the prescribed format is available
as a separate section of the Annual Report.

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.

risk management

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

The development and implementation of risk management policy
has been covered in the Management Discussion and Analysis
Report, which forms part of this report.

The terms of reference of the Risk Management Committee is
provided in the Corporate Governance Report. Risk Management
Policy of the Company is available on the website of the
Companyat https://www.mswil.motherson.com/performance/
investors/policies

particulars of loans, guarantees and
investments

During the year under review, there were no loans or investments
made, guarantees given and security provided by the Company
under section 186 of the Companies Act, 2013 and accordingly,
the financial statements of the Company does not disclose the
aforesaid particulars in the notes to the financial statements.
Company has given contribution towards share capital in Indian
Foundation for Quality Management.

particulars of contracts and arrangements
with related parties

The Company has in place a robust process for approval of
Related Party Transactions and on dealing with Related Parties.
Pursuant to Policy on Related Party Transactions 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. 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 policy on Related Party Transactions
as approved by the Board and amended from time to time is
uploaded on the Company's website at http://mswil.motherson.
com/storage/policies/Policy-on-the-Related-Party-Transactions.
pdf.

Disclosure of related party transactions is enclosed as form AOC-2
forming part of this report.

Your Directors draw attention of the members to Note No. 36 to
financial statement which sets out related party disclosures.

Approval of Related Party Transactions pursuant to SEBI
Listing Regulations

Pursuant to the Listing regulations and on the basis of
recommendation of Audit Committee, the 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 with
following counter- parties:

(1) Samvardhana Motherson International Limited; and

(2) Sumitomo Wiring Systems Limited.

The shareholders of the Company in the said meeting had
approved aforesaid related party transactions, as more particularly
mentioned in the said notice for the meeting held on August 29,
2024 read with the explanatory statement attached thereto
pursuant to section 102 of the Companies Act, 2013.

The Notice convening the said meeting can be viewed on the
website of the Company at https://www.mswil.motherson.com/
storage/annual-report/2023-24/MSWIL_AGM_Notice.pdf

awards and recognitions

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

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 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.

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 Chairman of the Audit Committee and
its members. Internal control have been assessed during the year
under review taking into consideration the essential components
of internal controls. Regular audit and review processes ensure
adequate internal controls systems are reinforce on ongoing
basis. Details about Internal controls and their adequacy are set
out in the Management Discussion & Analysis Report which forms
part of this report.

human resources

Human Resource Relations

The relations with the employees and associates continued to
remain cordial throughout the year. Your company has workforce
which is diverse, equitable, inclusive and multi-generational.
Company has instituted policies for well being of its employees.
With the objective of capability building, developing future
ready workforce and fostering togetherness at the workplace,
your Company implements multiple training and engagement
programs on an ongoing basis. Significant emphasis was also laid
towards raising awareness on health and wellness of employees.
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.

Disclosure under sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal), 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 policy of the Company is available on the website
of the company at http://www.mswil.motherson.com/storage/
policies/Prevention-of-Harresment-Policy.pdf

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. The Internal Committee composed of
internal members and an external member who has extensive
experience in the field.

During the Financial Year 2024-25, details of cases filed under
the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 are as under

Continuous awareness in this area has been created through the
POSH campaign reiterating Company's commitment to providing
a safe workplace to all its employees.

During the year Company has held 75 awareness programmes
for educating employee for prevention and reporting harassment
cases.

significant and materials orders passed by the
regulators or courts

During the period 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.

compliance with secretarial standards

Your Company has complied with the secretarial standards with
respect to General and Board Meetings specified by the Institute
of Company Secretaries of India constituted under section 3 of
the Company Secretaries Act, 1980, and approved as such by the
Central Government.

annual return

In accordance with the provisions of Section 92(3) read with
section 134(3)(a) of the Companies Act, 2013 and Rules framed
thereunder, an annual return in the prescribed format for the
financial year 2024-25 is available on the website of the Company
at https://www.mswil.motherson.com/performance/ investors/
annual-reports.

listing of equity shares

The Equity shares of your Company are presently listed at the
National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE). The listing fees for the financial year 2024-25 have been
paid to the said Stock Exchanges. The Company's equity shares
continue to remain listed on NSE and BSE.

material changes between the end of financial
year and date of report

There were no material changes and commitments affecting the
financial position of the company which have occurred between
the end of the financial year of the Company to which the financial
statements relate and the date of this report.

green initiatives

In compliance with the Circulars issued by Ministry of Corporate
Affairs and Securities Exchange Board of India Limited, Notice
of the AGM along with the Annual Report for the financial year
ended March 31, 2025 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
of AGM and Annual Report for financial year 2024-25 will also be
available on the Company's website www.mswil.motherson.com
and 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.

disclosure information

Your Directors state that during the year ended March 31, 2025: -

- There has been no change in the nature of business of the
company during the year ended on March 31, 2025.

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

- There has been no Issue of equity shares with differential
rights as to dividend, voting or otherwise.

- No Application has been made or proceeding is pending
by or against the Company under the Insolvency and
Bankruptcy Code, 2016 for the year ended March 31, 2025.

- There is no valuation required to be carried out by the
Company for any settlement with Banks as the same is not
applicable to the Company.

- There was no revision of financial statement and Board's
report of the Company during the year under review.

Statement on Compliance with the Maternity Benefit Act, 1961

Motherson Sumi Wiring India Limited (MSWIL) is committed to
upholding the rights and welfare of all employees in accordance

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 Joint Venture Partners-Sumitomo Wiring Systems Limited,
Japan and Samvardhana Motherson International Limited for their
continuous support.

For and on behalf of the Board
For Motherson Sumi Wiring India Limited

Vivek Chaand Sehgal

Place : Noida Chairman

Date : July 24, 2025 DIN: 00291126