To the Members,

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:

Rs..in Million)

OPERATIONS AND PERFORMANCE

For the financial year 2024-25, the Company achieved total revenue of X 93,194 million and Net profit at X 6,059 Million as compared to total revenue of X 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 X 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 X 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 X 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 Rs.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 5th 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 ("MCA")

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 arefree 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 CompaniesAct,2013andthe Listing Regulations,theircomposition 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 with applicable labour laws and statutory regulations. The Company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended, across all its locations in India. All eligible women employees are entitled to maternity benefits, as prescribed under the Act. In addition, MSWIL has taken proactive steps to promote a supportive and inclusive work environment for expecting and new mothers by ensuring timely disbursal of maternity benefits and providing safe and hygienic workplaces. We remain committed to fostering employee well-being and ensuring that our policies and practices are aligned with both the letter and the spirit of the law.

ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers, investors and other authorities. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments/ Agencies for their co-operation, support and look forward to their continued support in the future. Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and Joint Venture Partners-Sumitomo Wiring Systems Limited, Japan and Samvardhana Motherson International Limited for their continuous support.