Directors Report of Motherson Sumi Wiring India Ltd.

Mar 31, 2025

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:

Particulars	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
Revenue from contract with customers	92,716	82,740
Other operating revenue	478	534
Revenue from operations	93,194	83,274
Other income	128	77
Profit before depreciation, interest and tax	10,091	10,201
Less: depreciation	1,789	1,473
Less: finance costs	247	273
Profit before tax	8,055	8,455
Less: provision for tax	1,996	2,072
Profit after tax	6,059	6,383
Remeasurements of employment benefit obligations (net of tax)
- income / (expense)	(97)	(46)
Total other comprehensive income / (loss), net of tax	(97)	(46)
Total comprehensive income for the year, net of tax	5,962	6,337
Add: balance brought forward	8,404	4,941
Less: dividend paid	(5,747)	(2,874)
Profit available for appropriation	8,619	8,404

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 âListing 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:

Instruments	Category	Rating
Fund-based/non-fund based working capital limits	Short term	IND A1 (Assigned)

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

(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:

Person(s)/Group(s) Evaluation Criteria	Person(s)/Group(s) Evaluation Criteria
Chairman of the Company	Leadership, steering skills, impartiality, commitment, ability to keep shareholder''s interest in mind etc.

Person(s)/Group(s) Evaluation Criteria	Person(s)/Group(s) Evaluation Criteria
Board	The board composition and structure meetings of the Board, effectiveness of board processes and its functions, monitoring effectiveness of Governance practices, evaluation of performance of management and providing their feedback etc.
Committees of the Board	The composition of Committees, structure of Committees, effectiveness of Committee Meetings independence of the Committees from the Board, contribution to the decision of the Board etc.
Executive/ Non- Executive/ Independent Director(s)	Criteria for all type of Directors qualification, experience, knowledge and competencies, fulfilment 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.

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.

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.

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

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

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

Complaint

Received

Complaint
Disposed of

Open

Pending
more than 90
Days

Nil

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

Mar 31, 2024

Your Directors have the pleasure in presenting the 4^th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The summarized financial results for the year ended March 31, 2024 and for previous year ended March 31, 2023 are as follows:

(INR in Million)

Particulars	For the Year Ended	For the Year Ended
	March 31, 2024	March 31, 2023
Operations
Revenue from contract with customers	82,740	70,226
Other operating revenue	542	454
Revenue from operations	83,282	70,680
Other income	69	117
Profit before depreciation, interest and tax	10,201	8,037
Less: depreciation and amortisation expense	1,473	1,237
Less: finance costs	273	278
Profit before tax	8,455	6,522
Less: provision for tax	2,072	1,652
Profit after tax	6,383	4,870
Remeasurements of employment benefit obligations (net of tax)- income/ (expense)	(46)	(27)
Total other comprehensive income	(46)	(27)
Total comprehensive income	6,337	4,843
Add: balance brought forward	4,941	4,045
Less: bonus share issue	-	(1,263)
Less: dividend paid	(2,874)	(2,684)
Profit available for appropriation	8,404	4,941

OPERATIONS AND PERFORMANCE

For the financial year 2023-24, your Company achieved total revenue of INR 83,282 Million and Net profit was at INR 6,383 Million. In comparison, last year revenue was of INR 70,680 Million and Net profit was at INR 4,870 Million.

Key Highlights for year under review are as under:

a) Achievement of yearly revenue of over INR 80,000 Million;

b) Highest ever EBITA crossing INR 10,000 Million

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

d) Strengthening presence across India with 26 existing and 2 upcoming facilities to support demand from our customers.

e) ROCE of 48%, delivering more than 40% ROCE continuously.

f) 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 âListing Regulations") is presented in a separate section forming part of the Annual Report.

SHARE CAPITAL

There are no changes in the Authorised and Paid up share capital of the Company.

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 as the same is also available on the Company''s website.

Declaration and Payment of Dividend for the year

The Directors have recommended for approval of the members a payment of dividend of Re. 0.80 (Eighty Paisa only) per share on the Share Capital of the Company for the financial year ended March 31, 2024 to the equity shareholders.

The dividend, if approved by the members, would involve total cash outflow on account of dividend of INR 3,537 Million resulting in a pay-out of 55% of the profits of the Company.

CREDIT RATING

CRISIL ratings has assigned credit rating to the Banking facilities of the company during the FY 2023-24 as under:

1. Long Term Rating: Crisil AA /Stable (Assigned)

2. Short Term Rating: Crisil A1 (Assigned)

During the financial year 2023-24, the Company has not issued any securities for which credit rating was required to be obtained.

On July 16, 2024, CRISIL Ratings Limited has reaffirmed the credit ratings as under:

1. Long Term Rating: Crisil AA /Stable (Reaffirmed)

2. Short Term Rating: Crisil A1 (Reaffirmed)

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 2023-24.

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 the date of the balance sheet nor there has been any default in repayment of deposits or payment of interest thereon during the year under review.

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 2023-24 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 by the Companies Act, 2013 and the Listing Regulations.

DIRECTORS

Appointment/Reappointment of Directors

Ms. Geeta Mathur (DIN: 02139552) and Mr. Arjun Puri (DIN: 00211590) ceased to be Independent Directors on the Board of Company effective March 31, 2024 pursuant to their completion of term as Independent Directors of the Company.

The Board of Directors of the Company, in its meeting held on May 16, 2024 appointed Ms. Suparna Pandhi (DIN: 07087593) and Ms. Anisha Motwani (DIN: 06943493) as Additional and Independent Directors not liable to retire by rotation, subject to the approval of the shareholders for a period of 5 (five) years commencing from May 16, 2024 till May 15, 2029.

Approval of the appointment of Ms. Suparna Pandhi and Ms. Anisha Motwani is being sought through postal ballot from the shareholders of the Company in terms of requirement of Listing Regulations.

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anurag Gahlot (DIN: 09455743), Director of the Company, is liable to retire by rotation in the ensuing Annual General Meeting (AGM). Mr. Anurag Gahlot, being eligible seeks his re-appointment. Accordingly, the Board of Directors recommend the re-appointment of Mr. Anurag Gahlot to the members of the Company.

Mr. Yoshio Matsushita (DIN: 09480897) has ceased to be a Director from the Board of the Company effective from July 10, 2023. Mr. Yuichi Shimizu (DIN:10059731) has been appointed as an Additional Director w.e.f. July 10, 2023.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''Listing Regulations'') have been amended

on July 15, 2023, by inter-alia, inserting Regulation 17(1D) stating that"With effect from April 1, 2024, the continuation of a director serving on the board of directors of a listed entity shall be subject to the approval by the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment, as the case may be."

In view of above, the Board of Directors of the Company appointed Mr. Vivek Chaand Sehgal as Non-Retiring, NonExecutive Non-Independent Director and Chairman of the Company pursuant to provisions of Companies Act and Article of Association on the Company. Further, pursuant to the provisions of Regulation 17(1D) of Listing Regulations, the Board of Directors at their meeting held on July 26, 2024, upon recommendation of Nomination and Remuneration Committee of the Company approved the re-appointment of Mr. Vivek Chaand Sehgal as Non-Executive Non-Independent Director and Chairman of the Company.

Accordingly, as recommended by the Board of the Directors, an approval of the Members is being sought for continuation of Mr. Vivek Chaand Sehgal as Non-Independent Non-Executive Director and Chairman, at the ensuing Annual General Meeting of the Company.

The details of re-appointment/appointment of the Directors of the Company is mentioned in Explanatory Statement under section 102 of the Companies Act, 2013 and annexure to the Notice of 4^th 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 and confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence and he/she is independent of the management. The Board is of the opinion that they are the persons of integrity, expertise and possess relevant experience (including the proficiency) for being appointed and continuing as Independent Directors on the Board of the Company.

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

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, 2024, 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, 2024 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 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. 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 2023-24 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	Person(s)/Group(s) Evaluation Criteria
Chairman of the Company	Leadership, steering skills, impartiality, commitment, ability to keep shareholder''s interest in mind etc.
Board	The board composition and structure, meetings of the Board, effectiveness of board processes and its functions, monitoring effectiveness of Governance practices, evaluation of performance of management and providing their feedback etc.
Committees of the Board	The composition of Committees, structure of Committees, effectiveness 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 qualification, experience, knowledge and competencies, fulfilment 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.

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 February 16, 2024, 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 203 of the Companies Act, 2013, during the financial year and upto the date of report, the Company has following whole-time Key Managerial Personnel:

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

2. Mr. Gaya Nand Gauba, Chief Financial Officer (upto July 10, 2023)

3. Mr. Mahender Chhabra, Chief Financial Officer (appointment effective from July 10, 2023)

4. Ms. Pooja Mehra, Company Secretary 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 the first 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.

The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

During the Financial Year 2023-24, 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 2023-24.

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 2023-24.

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. SGS Associates LLP, Company Secretaries (CP No. 1509) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.

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.

AUDIT COMMITTEE

The Audit Committee of the Board for the financial year ended March 31, 2024 comprised of Mr. Anupam Mohindroo as Chairman, Ms. Geeta Mathur, Mr. Arjun Puri, Mr. Rajesh Kumar Seth as Independent Directors and Mr. Norikatsu Ishida, Mr. Laksh Vaaman Sehgal as non- executive directors.

Post change in directorship of the company, the Audit Committee of the Board stands reconstituted with following members effective April 1, 2024

-Mr. Anupam Mohindroo- Chairman

-Mr. Rajesh Kumar Seth-Member

-Col. (Retd) Virendra Chand Katoch-Member

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

All members of Audit Committee are Independent Directors.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of Annual Report and the requisite certificate from the Company''s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

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 2023-24.

Corporate Social Responsibility

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

Post change in directorship of the company, the CSR committee of the Board stands reconstituted with following members effective April 1, 2024

Mr. Vivek Chaand Sehgal (Chairman and Non-Executive Director) -Chairman

Mr. Anurag Gahlot-Member and Mr. Anupam Mohindroo-Member

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-Responsibilitv-Policv.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 continues to carry out CSR activities as specified under schedule VII to the Companies Act, 2013.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism which incorporates a whistle blower policy (duly amended on March 30, 2024) in terms of the Companies Act, 2013 and the Listing

Regulations for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct or ethics policy (hereinafter "Unethical and Improper Practices"), either organizationally or individually, to be able to raise it and to provide for adequate safeguards against victimization of whistle blower and also to provide for direct access to the chairperson of the audit committee.

Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism. The Company has also taken a software named Navex for collecting the genuine concerns of stakeholders and then depending on the severity forwarding the same to Ombudsman/the Internal Committee formed for the said purpose.

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.

Sustainability Policy and Business Responsibility Sustainability Report (BRSR) reporting

Risk Management

The Board of Directors have 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 ensuring Business resilience and proactive Risk Mitigation across the company Risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

The Board of Directors of your Company have adopted the amended Risk Management Policy for the Company w.e.f January 31, 2024.

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 Company at 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.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS 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.

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

Approval of Related Party Transactions pursuant to SEBI Listing Regulations

The Securities and Exchange Board of India ("SEBI") notified SEBI (Listing Obligation and Disclosure Requirements) (Sixth Amendment) Regulation, 2021 on November 9, 2021 which were effective from April 1, 2022. The amended provisions of Regulation 23 of Listing Regulations defines a "material related party transaction" as transaction to be entered into individually or taken together with previous transactions during a financial year by the Company, which exceeds INR 1,000 crore or 10% of annual consolidated turnover of the listed entity, whichever is lower, as per last audited financial statements of the listed entity. Further, such "material related party transactions" require prior approval of shareholders. In respect of above, the shareholders of the Company at its the last Annual General Meeting 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 21, 2023 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.

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 the 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 top 10 employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours for a period of twenty-one days before the date of the AGM. Any member interested in obtaining a copy of the same may write to the Company.

INTERNAL CONTROL

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 multigenerational. Company has instituted policies for well being of its 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 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 2023-24, details of cases filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under:

Complaint	Complaint	Open
Received	Disposed of
3	2	1

During the year Company has held 30 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 2023-24 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 2023-24 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, 2024 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 2023-24 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, 2024:-

-There has been no change in the nature of business of the company during the year ended on March 31, 2024.

- No amount has been transferred to Reserves by the Company during the year ended on March 31, 2024.

- 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, 2024.

- 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.

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 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 26, 2024 DIN: 00291126

Mar 31, 2023

Your Directors have the pleasure in presenting the 3^rd Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2023.

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

(INR in Million)
Particulars	For the Year Ended	For the Year Ended
	March 31, 2023	March 31, 2022
Continuing operations
Revenue from contract with customer	70,226	55,872
Other operating revenue	348	478
Revenue from operations	70,574	56,350
Other income	223	300
Profit before depreciation, interest and tax	8,037	7,603
Less: depreciation and amortisation expense	1,237	1,055
Less: finance costs	278	285
Less: exceptional expenses	-	654
Profit before tax	6,522	5,609
Less: provision for tax	1,652	1,502
Profit after tax	4,870	4,107
Remeasurements of employment benefit obligations (net of tax) - income / (expense)	(27)	(58)
Total other comprehensive income	(27)	(58)
Total comprehensive income	4,843	4,049
Add: balance brought forward	4,045	(4)
Less: bonus share issue	(1,263)	-
Less: dividend paid	(2,684)	-
Profit available for appropriation	4,941	4,045

This is the first year of full operations of the company after giving effect to Scheme of Demerger of Domestic Wiring Harness Division of Samvardhana Motherson International Limited (earlier known as Motherson Sumi Systems Limited) into Company.

For the financial year 2022-23, your Company achieved total revenue of INR 70,574 million and Net profit was at INR 4,870 Million. In comparison, last year revenue was of INR 56,350 million an Net profit was at INR 4,107 million.

Key Highlights for year under review are as under:

a) Achievement of yearly revenue of over INR 70,000 million;

b) Company was part of 23 new launches and 17 facelifts taken place in India during the year;

c) Improvement in Profitability with continued focus on operational efficiency and

d) 44% ROCE in the current year.

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 the Annual Report.

Authorised Share Capital Changes

During the year, the Authorised Share Capital of the Company has been increased from INR 3,330,000,000 (Indian Rupees Three Thousand Three Hundred Thirty Million) divided into 3,330,000,000 (Three Thousand Three Hundred Thirty Million) Equity Shares of '' 1 (Rupee One) each to INR 9,000,000,000 ( Indian Rupees Nine Thousand Million) divided into 9,000,000,000 (Nine Thousand Million) Equity Shares of '' 1 (Rupee One) each.

Bonus Issuance

During the financial year, your Company has allotted 1,263,173,695 (One billion two hundred sixty-three million one hundred seventy-three thousand six hundred ninety-five only) equity shares of face value of Re. 1/- (Rupee One) each on account of the issue of Bonus Shares on November 18, 2022 in the ratio of 2(two) equity shares against 5 (five) shares held. After the allotment of Bonus Shares, the paid-up capital of the Company has been increased to INR 4,421,107,932 (Four billion four hundred twenty-one million one hundred seven thousand nine hundred thirty-two) divided into 4,421,107,932 (Indian Rupees Four billion four hundred twenty-one million one hundred seven thousand nine hundred thirty-two only) equity shares of '' 1/- (Rupee One) each.

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 profitâ 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 as the same is also available on the Company''s website.

Declaration and Payment of Dividend for the year

The Directors have recommended for approval of the members a payment of dividend of Re. 0.65 (sixty five paisa only) per share on the Share Capital of the Company for the financial year ended March 31, 2023 to the equity shareholders. This dividend is on total increased share capital of INR 4,421,107,932 post allotment of Bonus shares by the company.

The dividend, if approved by the members, would involve total cash outflow on account of dividend of INR 2,874 million resulting in a pay-out of 59% of the profits of the Company.

CRISIL ratings has assigned credit rating to the Banking facilities of the company in April, 2023 as under:

1. Long Term Rating: Crisil AA /Stable (Assigned)

2. Short Term Rating: Crisil A1 (Assigned)

During the financial year 2022-23, the Company has not issued any securities for which credit rating was required to be obtained.

There are no companies which have become or ceased to be the Subsidiaries, Joint Ventures or associate companies of the Company during the year 2022-23.

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

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 the date of the balance sheet nor there has been any default in repayment of deposits or payment of interest thereon during the year under review.

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.

The Board of Directors met six (6) times during the financial year 2022-23 and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

Appointment/Reappointment of Directors

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Norikatsu Ishida (DIN: 09443998), Director of the Company, is liable to retire by rotation in the ensuing AGM.Mr.

Norikatsu Ishida, being eligible seeks his re-appointment. Accordingly, the Board of Directors recommend the reappointment of Mr. Norikatsu Ishida to the members of the Company.

Mr. Yoshio Matsushita (DIN: 09480897) has ceased to be a Director from the Board of the Company effective from July 10, 2023. The Board, while accepting the resignation placed on record their sincere appreciation for the contribution made by Mr. Yoshio Matsushita during his tenure as Director of the Company.

Mr. Yuichi Shimizu (DIN:10059731) was appointed as an Additional Director, liable to retire by rotation by the Board of Directors in its meeting held on July 10, 2023. Approval of Members is being sought at the forthcoming Annual General Meeting (''AGM'') of your Company for appointment of Mr. Yuichi Shimizu as Non-Executive Director 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 3^rd AGM of the Company.

Statement of Declaration by Independent Directors

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.

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, 2023, the applicable Accounting Standards have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the profit of the Company for that period;

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

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

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

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

of India with the aim to improve the effectiveness of the Board and the Committees. The criteria for evaluation under different categories depends on the role of the person(s)/group(s) plays in the Company. The criteria for every evaluation for the FY 2022-23 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	Person(s)/ Group(s) Evaluation Criteria
Chairman of the Company	Leadership, steering skills, impartiality, commitment, ability to keep shareholder''s interest in mind etc.
Board	The board composition and structure, meetings of the Board, effectiveness of board processes and its functions, monitoring effectiveness of Governance practices, evaluation of performance of management and providing their feedback etc.
Committees of the Board	The composition of Committees, structure of Committees, effectiveness 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 type of Directors qualification, experience, knowledge and competencies, fulfilment 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.

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 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 that 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.

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 203 of the Companies Act, 2013, during the financial year and upto the date of report, the Company has following whole-time Key Managerial Personnel:

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

2. Mr. Gaya Nand Gauba, Chief Financial Officer (till July 10, 2023)

3. Mr. Mahender Chhabra, Chief Financial officer (appointment effective July 10, 2023)

4. Ms. Pooja Mehra, Company Secretary

Mr. Gaya Nand Gauba resigned from the post of Chief Financial Officer of the Company effective July 10, 2023 pursuant to his superannuation from the Company w.e.f August 31, 2023. The Board placed on record their sincere appreciation for the contribution made by Mr. Gaya Nand Gauba during his tenure as CFO of the Company.

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.

The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

During the Financial Year 2022-23, the Auditors 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 2022-23.

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 2022-23.

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. SGS Associates LLP, Company Secretaries (CP No. 1509) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2023.

The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

The Audit Committee of the Board for the financial year ended March 31, 2023 comprised of Mr. Anupam Mohindroo as Chairman, Ms. Geeta Mathur, Mr. Arjun Puri, Mr. Rajesh Kumar Seth as Independent Directors and Mr. Norikatsu Ishida, Mr. Laksh Vaaman Sehgal as nonexecutive directors.

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

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 2022-23.

Corporate Social Responsibility

Your Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Vivek Chaand Sehgal (Chairman and Non-Executive

Director), Mr. Arjun Puri and Mr. Anupam Mohindroo -Members as 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-Responsibilitv-Policv.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.

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

Sustainability Policy and Business Responsibility Sustainability Report (BRSR) reporting

the prescribed format is available as a separate section of the Annual Report. This year is the first year of mandatory reporting of BRSR report by the company in terms of applicable SEBI circulars.

Company being desirous to participate in United Nations Global Compact ("UNGCâ), a non-binding United Nations pact to encourage businesses and firms worldwide to adopt sustainable and socially responsible policies, and to report on their implementation, established in 2000 as a voluntary initiative based on Company''s commitments to implement universal sustainability principles and to support UN goals and its principles and be aligned to the Sustainable Development Goals ("SDGsâ) had obtained the approval of its Board of Directors dated June 30, 2022, to participate in UNGC and for adoption of principles of National Guidelines on Responsible Business Conduct ("NGRBCâ). Company is committed towards its sustainability and progress to its employees, investors, customers, peers, partners, suppliers and all stakeholders on UNGC platform.

The Company has adopted Sustainability Policy along with Group Policies as mentioned below, to enhance governance across the Motherson Group by adhering to the principles of integrity, transparency, accountability and commitment to values. These Policies not only comply with the statutory requirements in letter and spirit, but also aim at implementing the best practices, keeping in view of overall interest of all its stakeholders and to manage the company''s affairs in a fair and transparent manner.

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 Board of Directors of your Company in its meeting held on January 28, 2022 have adopted the Risk Management Policy for the Company.

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

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.

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

Approval of Related Party Transactions pursuant to SEBI Listing Regulations

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

related party transactionsâ require prior approval of shareholders. In respect of above, the shareholders of the Company at its the last Annual General Meeting 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, 2022 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.

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

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.

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.

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

Human Resource Relations

Disclosure under sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal), Act, 2013

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 2022-23, details of cases filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under:

Complaint

Received

Complaint Disposed of

Open

During the year Company has held 61 awareness programmes for educating employee for prevention and reporting harassment cases.

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.

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.

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 2022-23 is available on the website of the Company at https://www.mswil.motherson.com/performance/ investors/annual-reports.

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 2022-23 have been paid to the said Stock Exchanges.

The Company''s equity shares continue to remain listed on NSE and BSE.

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.

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, 2023 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 2022-23 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.

Your Directors state that during the year ended March 31, 2023:

- There has been no change in the nature of business of the company during the year ended on March 31, 2023.

- No amount has been transferred to Reserves by the Company during the year ended on March 31, 2023.

- 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, 2023.

- 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.

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 10, 2023 DIN: 00291126

Mar 31, 2022

Your Directors have the pleasure in presenting the 2nd Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2022.

The summarized financial results for the year ended March 31, 2022 and for previous year ended from July 2, 2020 to March 31, 2021 are as follows. The Figures for the period July 2, 2020 to March 31, 2021 represent the performance of division which was reported by Samvardhana Motherson International Limited (formerly Motherson Sumi Systems Limited) as Discontinued Operations.

'' in Million
Particulars	For The Year Ended	For The Year Ended
	March 31, 2022	From July 02, 2020 to March 31, 2021
Continuing Operations
Revenue from contract with customers	55,872	39,186
Other operating revenue	478	191
Revenue from operations	56,350	39,377
Other Income		236
Profit before depreciation, interest and tax	7,603	5,767
Less: Depreciation and amortisation expense	1,055	374
Less: Finance Costs	285	73
Less: Exceptional Expenses	654	-
Profit Before Tax	5,609	5,320
Less: Provision for Tax	1,502	1,358
Profit after tax	4,107	3,962
Add: Balance brought forward	(4)	-
Profit available for appropriation	4,103	3,962
Other Comprehensive income	(58)	14
Total other Comprehensive income	(58)	14

the Company for the financial year ended March 31, 2022 to the equity shareholders.

The dividend, if approved by the members, would involve total cash outflow on account of dividend of Rs. 2,684 million resulting in a pay-out of 65% of the profits of the Company.

For the financial year 2021-22, your Company achieved total revenue of Rs. 56,350 million as compared to the revenue of Rs. 39,377 million of the previous financial period ended from July 02, 2020 to March 31, 2021. Net profit for the financial year is at Rs. 4,107 million as compared to the previous period''s net profit of Rs. 3,962 million.

The profit available for appropriation for the year ended March 31, 2022 is INR 4,049 million and being carried over as surplus to the Reserves and surplus as on March 31, 2022.

Your Company was incorporated on July 2, 2020 as a wholly owned subsidiary of Samvardhana Motherson International Limited ("SAMILâ) (Formerly known as Motherson Sumi Systems Limited). On implementation of scheme of demerger, shares were allotted in the ratio of 1:1 to SAMIL shareholders. The Company was listed on March 28, 2022.

The Directors are pleased to recommend for approval of the members a payment of dividend of Rs. 0.85 per share (face value of Rs. 1/- each) on the Share Capital of

General Meeting held on April 22, 2022 appointed Mr. Anurag Gahlot, as Whole Time Director (WTD) designated as Chief Operating Officer (COO) of the Company for a period of five (5) years with effect from January 28, 2022 to January 27, 2027, liable to retire by rotation.

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

Mr. Gautam Mukherjee, Mr. Naveen Ganzu, Mr. Kunal Malani and Mr. Sanjay Mehta ceased to be Directors on the Board of the company from January 28, 2022. The Board placed on record their sincere appreciation for the guidance and support provided by them during their tenure as Directors on the Board of the company.

The details of re-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 2nd AGM of the Company.

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed 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 and confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence and that he/she is independent of the management. The Board is of the opinion that they are the persons of integrity and possesses relevant expertise and experience.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement 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 the Independent Directors are mentioned in the Corporate Governance Report.

The operational performance of the Company as well as impact of Covid-19 have 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 the Annual Report.

No securities were issued by the Company during the financial year 2021-22 in respect of which credit rating was required to be obtained by the Company during the said year.

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 the date of the balance sheet nor there has been any default in repayment of deposits or payment of interest thereon during the year under review

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.

The Board of Directors of your Company at their meeting held on July 17, 2020 had approved the composite Scheme of Amalgamation and Arrangement amongst the Company, Erstwhile Samvardhana Motherson International Limited and Samvardhana Motherson International Limited (Formerly known as Motherson Sumi Systems Limited) and their respective shareholders and creditors (hereinafter referred to as "the Schemeâ).

The Scheme, inter-alia, provided for (A) Demerger of the Domestic Wiring Harness Undertaking or DWH Undertaking (as defined under the Scheme) into the Company and (B) merger of the Erstwhile Samvardhana Motherson International Limited with Samvardhana Motherson International Limited (Formerly known as Motherson Sumi Systems Limited), by absorption, subsequent to the completion of the Demerger referred

to in (A). The Scheme was duly sanctioned by the Hon''ble National Company Law Tribunal, Mumbai Bench - IV ("NCLTâ) by way of an order dated December 22, 2021 ("Orderâ) certified copy of which order was issued on December 23, 2021. Pursuant to the Scheme the Domestic Wiring Harness Undertaking or DWH Undertaking of Samvardhana Motherson International Limited (SAMIL) (Name changed w.e.f May 18, 2022 from Motherson Sumi Systems Limited ) was Demerged into the Company w.e.f January 5, 2022.

The Equity shares of your Company got listed with BSE Limited and National Stock Exchange of India w.e.f March 28, 2022 resulting in the change of status of the Company from unlisted Company to listed Company. Subsequently, CIN of the Company has been changed from U29306MH2020PLC341326 to L29306MH2020PLC341326.

Pursuant to the effectiveness of Demerger under the Scheme on January 5, 2022 (being Effective Date 1 as defined under the Scheme), a portion of the authorized share capital of SAMIL, amounting INR 300,00,00,000 (Indian Rupees Three Hundred Crores), comprising of 300,00,00,000 (Three Hundred Crore) Equity Shares of INR 1 (Indian Rupee One) each, stood transferred and be deemed to be added to the authorized share capital of the Company resulting in increasing the authorized share capital of the Company from INR 33,00,00,000 (Indian Rupees Thirty Three crore) to INR 333,00,00,000 (Indian Rupees Three Hundred Thirty Three Crores).

As per the Scheme 315,79,34,237 (Three Hundred Fifteen Crores Seventy Nine Lakhs Thirty Four Thousand Two Hundred and Thirty Seven ) equity shares having face value of INR 1/- each (Indian Rupee One) was allotted by the Company on January 19, 2022, in the ratio of 1 (One) equity share of the Company of face value INR 1/- each (Indian Rupee One) for every 1 (One) equity share of SAMIL of face value INR 1/- each to the shareholders of SAMIL as on January 17, 2022, being the record date fixed by SAMIL. Similarly, original share capital of INR 500,000 contributed by SAMIL was cancelled and the same was credited to Capital reserve.

DWH Business of SAMIL was demerged to the Company pursuant to Demerger effective from April 1, 2021 (Appointed Date 1 as defined under the Scheme) for the purpose for which the Company was set up.

There are no companies which have become or ceased to be the Subsidiaries, Joint Ventures or associate companies of the Company during the year 2021-22.

Your company is mainly into sale of products in India, export from India is very negligible.

The Board of Directors met eight (8) times during the financial year 2021-22 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 by the Companies Act, 2013 and the Listing Regulations.

In accordance with Listing Regulations, the Board of the Company has been reconstituted effective from January 28, 2022.

The Board of Directors of the Company, in its meeting held on January 28, 2022 appointed Mr. Arjun Puri (DIN: 00211590), Ms. Geeta Mathur (DIN: 02139552), Mr. Rajesh Kumar Seth (DIN: 09477684), Col. (Retd) Virendra Chand Katoch (DIN: 08452183) and Mr. Anupam Mohindroo (DIN: 06544719) as Additional and Independent Directors not liable to retire by rotation, subject to the approval of the shareholders. The Board in its meeting held on the same date, also appointed Mr. Norikatsu Ishida (DIN: 09443998) and Mr. Yoshio Matsushita (DIN: 09480897) as Additional Directors, liable to retire by rotation, subject to the approval of the shareholders. The shareholders of your Company approved the appointment of Mr. Arjun Puri, Ms. Geeta Mathur, Mr. Rajesh Kumar Seth, Col. (Retd) Virendra Chand Katoch and Mr. Anupam Mohindroo as Independent Directors and Mr. Norikatsu Ishida and Mr. Yoshio Matsushita as Directors of the Company at the Extra Ordinary General General Meeting ("EGMâ) of the Company held on April 22, 2022. The term of Mr. Arjun Puri and Ms. Geeta Mathur is from January 28, 2022 upto March 31, 2024 and term of Mr. Rajesh Kumar Seth, Col. (Retd) Virendra Chand Katoch and Mr. Anupam Mohindroo is from January 28, 2022 till January 27, 2027.

Based on the recommendation of Board of Directors of the Company made in its meeting held on January 28, 2022 and keeping in view of the vast experience of Mr. Anurag Gahlot the members of the Company in its Extra Ordinary

In terms of the provisions of section 203 of the Companies Act, 2013, during the financial year under review the Company has following whole-time Key Managerial Personnel appointed w.e.f January 28, 2022:

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

2. Mr. Gaya Nand Gauba, Chief Financial Officer

3. Ms. Pooja Mehra, Company Secretary

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.

In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board will carry out an annual evaluation of its own performance, Board committees, individual Directors including the Independent Directors and the Chairman of the Company on the basis of the criteria specified as per the Policy for performance evaluation adopted by the Board of Directors of your Company effective from January 28, 2022.

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

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

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

Your Company has constituted Audit Committee w.e.f. January 28, 2022 in terms of provisions of Companies Act, 2013 and the Listing Regulations with the following composition:

Ms. Geeta Mathur - Chairperson uptill May 12, 2022

Mr. Laksh Vaaman Sehgal - Member

Mr. Arjun Puri - Member

Mr. Anupam Mohindroo - Member

Mr. Rajesh Kumar Seth - Member

Mr. Norikatsu Ishida - Member

Upon resignation of Ms. Geeta Mathur from the post of Chairperson of the Audit Committee of the Company effective from May 12, 2022, Mr. Anupam Mohindroo was nominated as the Chairman of the Audit Committee effective from the same date and Ms. Geeta Mathur continued to be a member of the said Committee. Accordingly the Composition of the Audit Committee of the Company as on the date of this Board Report is as follows:

Mr. Anupam Mohindroo - Chairman Mr. Laksh Vaaman Sehgal - Member Mr. Arjun Puri - Member Ms. Geeta Mathur - Member Mr. Rajesh Kumar Seth - Member Mr. Norikatsu Ishida - Member

During the period under review all the recommendations made by the Audit Committee were duly accepted by 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 2021-22.

(a) That in preparation of the annual accounts for the financial year ended March 31, 2022, 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, 2022 and of the profit of the Company for that period;

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

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

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

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

Statutory Auditors

As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 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.

The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

During the year Financial Year 2021-22, 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 2021-22.

As per recommendation of the Audit Committee, the Board of Directors has appointed M/s. M.R. Vyas & Associates, Cost and Management Accountants (Registration No. 101394) as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2021-22.

During the Financial Year 2021-22, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. SGS Associates, Company Secretaries (CP No. 1509) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2022.

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

During the year under review, there were no Loans or Investments made, Guarantee 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 statement.

Board of Directors had approved various related party transactions, emanating from the Scheme on Demerger of Domestic Wiring Harness (DWH) Undertaking/Business from SAMIL into the company becoming effective.

DWH Business was carried on as a part of its business by SAMIL till the Demerger became effective on January 5, 2022 and SAMIL (either directly or through its subsidiaries or joint ventures) had, over the years, developed an inhouse value chain of these products through various backward integration initiatives which gives it a distinct cost advantage. Accordingly, DWH Business has various inter-dependencies, inter-alia, with remaining business of SAMIL (including subsidiaries and joint ventures of SAMIL). To ensure that, post the Demerger, the benefit of the in-house value chain continues to be available to all the businesses, certain related party transactions were carried out by Company with SAMIL and its subsidiaries/ Joint Ventures/Associates, Sumitomo Wiring Systems Limited (SWS) including their subsidiaries and joint venture companies and other related parties. In the respect, as a matter of abundant caution and good corporate governance the approval of the shareholders of SAMIL prior to the Scheme becoming effective was sought at its Extra-ordinary General Meeting held on April 29, 2021. The shareholders of SAMIL had approved various related party transactions to be undertaken by company, as more particularly mentioned in the Notice for the said extraordinary shareholders meeting read with the explanatory statement attached thereto pursuant to section 102 of the Companies Act, 2013. The Notice convening the said Extra-ordinary General Meeting is placed on the website at www.motherson.com.

The Company has developed a Related Party Policy which is available on Company''s website.

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

Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-A to this Report.

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B to this Report.

The Statement containing the particulars of 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.

Participation in United Nations Global Compact ("UNGC") and adoption of Principles of National Guidelines on Responsible Business conduct ("NGRBC")

Company being desirous to participate in United Nations Global Compact ("UNGCâ), a non-binding United Nations pact to encourage businesses and firms worldwide to adopt sustainable and socially responsible policies, and to report on their implementation, established in 2000 as a voluntary initiative based on Company''s commitments to implement universal sustainability principles and to support UN goals and its principles and be aligned to the Sustainable Development Goals ("SDGsâ) to achieve the following objectives, has obtained the approval of its Board of Directors dated June 30, 2022, to participate

in UNGC and for adoption of principles of National Guidelines on Responsible Business Conduct ("NGRBCâ) :

(a) Company will be committed towards its sustainability and progress to its employees, investors, customers, peers, partners, suppliers and all stakeholders on UNGC platform. It will promote an action on sustainability within the Organisation.

(b) UNGC will offer a platform based on universal principles to encourage peer-to-peer learning and dialogue with other businesses, civil society, governments, and other stakeholders to foster innovative solutions and ideas.

(c) Itwillcreateawaytoincreasetrust fromallstakeholders and from an employer branding perspective to the prospective talent by demonstrating Company''s commitment to sustainability.

(d) It will establish universal principles of sustainability within Company that are not specific to any one industry forming part of its platform for growth and diversification in the group.

Business Responsibility Sustainability Report (BRSR):

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. Company has taken initiative to publish BRSR report for FY 2021-22 on Voluntary Basis in view of Circular dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI).

Dividend Distribution Policy:

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

Adoption of Policies by the Company

Your Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Vivek Chaand Sehgal (Chairman), Mr. Arjun Puri and Mr. Anupam Mohindroo -Members as 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 www.mswil.motherson.com. Provisions of Section 135 of the Companies Act, 2013 are not applicable to the company for the year 2021-22. Thus requirements for Annual report on CSR activities is not applicable to the company for the year 2021-22.

The company will be performing CSR activities either by itself of through Swarn Lata Motherson Trust which has been established for the sole purposes of CSR activities and will carry out CSR activities in terms of applicability under Section 135 of the Companies Act as and when it arises.

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 Practicesâ), 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.mswil. motherson.com.

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 2022-23 have been paid to the said Stock Exchanges.

The Company''s equity shares continue to remain listed on NSE and BSE.

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

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 Board of Directors of your Company in its meeting held on January 28, 2022 have adopted the Risk Management Policy for the Company.

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

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 other than the orders mentioned herein above.

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 2021-22 is available on the website of the Company at www.mswil. motherson.com .

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.

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

The Company has 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 2021-22, details of cases filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under.

Complaint

Received

Complaint Disposed of

Open

1 (Inquiry proceeding have been completed. Further steps for closure are in progress)

During the year Company has held 21 awareness programme for educating employee for prevention and reporting harassment cases.

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, 2022 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 2021-22 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.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan 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 4, 2022 DIN:00291126

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