Scheme of Arrangement

Samvardhana Motherson International Limited Head Office: C-14 A & B, Sector 1, Noida – 201301 Distt. Gautam Budh Nagar, U.P. India Tel: +91-120-6752100, 6752278, Fax: +91-120-2521866, 2521966, Website: www.motherson.com October 26, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Dalal Street, Plot No. C/1, G-Block, MUMBAI – 400001, Bandra-Kurla Complex, Bandra (E), Maharashtra, India MUMBAI – 400051, Maharashtra, India Scrip Code: 517334 Scrip Code: MOTHERSON Sub.:- Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, This is with reference to, and in furtherance of our letters dated February 07, 2025, February 28, 2025, May 31, 2025, and September 18, 2025, with respect to the composite scheme of arrangement by and amongst Samvardhana Motherson International Limited (“Company”), Samvardhana Motherson Innovative Solutions Limited, Samvardhana Motherson Auto System Private Limited and Motherson Machinery and Automations Limited (collectively referred to as the “Participating Entities”) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 (“Scheme”). The Participating Entities are the wholly owned subsidiaries of the Company. The Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble NCLT”), vide its order dated October 26, 2026 (“Order”), has approved the aforesaid Scheme. A copy of the Order as uploaded on the website of the Hon’ble Tribunal is attached herewith. The above is disclosed pursuant to Regulation 30 read with Schedule III (Part A) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The above is for your information and records. Thanking you, Yours truly, For Samvardhana Motherson International Limited Alok Goel Company Secretary Enclosed: As above Regd. Office: Unit – 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai – 400051, Maharashtra (India) Tel: 022-61354800, Fax: 022-61354801 CIN No.: L35106MH1986PLC284510 Email: investorrelations@motherson.com IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH-II C.P. (CAA) 188/MB/2025 Connected with C.A. (CAA) 79/MB/2025 [Under Sections 230 to Section 232 and other applicable provisions of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016] IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN 1. SAMVARDHANA MOTHERSON AUTO SYSTEM PRIVATE LIMITED [CIN: U50300MH2014PTC440037] Unit-705, C Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East Mumbai 400051, Maharashtra. ... Amalgamating Company 1/ First Petitioner Company 2. MOTHERSON MACHINERY AND AUTOMATIONS LIMITED [CIN: U74899MH2004PLC428253] Unit 705, 'C' Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai 400051, Maharashtra. ... Amalgamating Company 2 / Second Petitioner Company Page 1 of 30 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH-II C.P. (CAA) 188/MB/2025 Connected with C.A. (CAA) 79/MB/2025 3. SAMVARDHANA MOTHERSON INNOVATIVE SOLUTIONS LIMITED [CIN: U35100MH2006PLC285657] Unit 705, 'C' Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai 400051, Maharashtra .. Demerged Company/ Amalgamated Company 2/ Third Petitioner Company 4. SAMVARDHANA MOTHERSON INTERNATIONAL LIMITED [CIN: L35106MH1986PLC284510] Unit 705, 'C' Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai 400051, Maharashtra ... Resulting Company/ Amalgamated Company 1/ Fourth Petitioner Company (herein collectively referred to as Petitioner Companies) THEIR RESPECTIVE SHAREHOLDERS Pronounced: 26.10.2026 CORAM: HON’BLE SHRI ASHISH KALIA, MEMBER (JUDICIAL) HON’BLE SHRI BANWARI LAL MEENA, MEMBER (TECHNICAL) Appearances: (Hybrid) Page 2 of 30 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH-II C.P. (CAA) 188/MB/2025 Connected with C.A. (CAA) 79/MB/2025 For Petitioners : Mr. Hemant Sethi, Ms. Tanaya Sethi, a/w Mr. Tushar Ajinkya, Ms. Ankita Kashyap, Mr. Tirth Mody and Mr. Adith Thottingal For RD : Adv. Gaurav Jaiswal (Western Region-I & II) (VC) ORDER [PER: ASHISH KALIA, MEMBER (JUDICIAL)] 1. The sanction of this Tribunal, is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 to the said Scheme of Arrangement between SAMVARDHANA MOTHERSON AUTO SYSTEM PRIVATE LIMITED (First Petitioner Company/ Amalgamating Company No.1); MOTHERSON MACHINERY AND AUTOMATIONS LIMITED (Second Petitioner Company / Amalgamating Company No.2); SAMVARDHANA MOTHERSON INNOVATIVE SOLUTIONS LIMITED (Third Petitioner Company/ Demerged Company/ Amalgamated Company 2) and SAMVARDHANA MOTHERSON INTERNATIONAL LIMITED (“Fourth Petitioner Company/ Resulting Company/ Amalgamated Company 1”) and their respective shareholders (‘Scheme’). 2. Heard the Learned Counsel for the Petitioner Companies and the representative of the Regional Director, Western Region-I, Ministry of Corporate Affairs, Mumbai (‘RD’). 3. The Board of Directors of each of the First, Second, Third and Fourth Petitioner Companies have approved the Scheme of Arrangement at their respective Board Meetings held on 07.02.2025. The certified copies of the Board Resolutions are placed on record. Page 3 of 30 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH-II C.P. (CAA) 188/MB/2025 Connected with C.A. (CAA) 79/MB/2025 4. The Appointed Date fixed under the proposed Scheme of Arrangement is 01.04.2024. 5. The registered offices of all the Petitioner Companies are situated in Maharashtra and thus, the subject matter of this Company Petition is within the territorial jurisdiction of this Tribunal. 6. The Learned Counsel appearing on behalf of the Petitioner Companies submits that the Company Scheme Petition C.P.(CAA)/188/MB/2025 has been filed by the Petitioner Companies in consonance with the Order dated 30.05.2025 passed by this Hon’ble Tribunal in the Company Scheme Application No. C.A.(CAA)/79/MB/2025 (First Motion). 7. The Learned Counsel appearing on behalf of the Petitioner Companies submits that the Petitioner Companies have complied with the directions issued by this Tribunal vide order dated 30.05.2025 passed in C.A. (CAA) No. 79/MB/2025 and have filed the Affidavit of Service dated 17.07.2025. It is further submitted that the Petitioner Companies have filed further Affidavits of Service dated 06.10.2025, confirming compliance with the directions, inter alia, regarding service of notices upon the concerned regulatory authorities. The Petitioner Companies further undertake to comply with all statutory requirements under the Companies Act, 2013 and the rules made thereunder, to the extent applicable. The undertaking given by the Petitioner Companies is taken on record. 8. The Learned Counsel for the Petitioner Companies further submits that: (i) The First Petitioner Company is engaged in the business of manufacturing, servicing, trading, marketing, purchasing, selling, Page 4 of 30 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH-II C.P. (CAA) 188/MB/2025 Connected with C.A. (CAA) 79/MB/2025 exporting, importing, distribution of parts, components, equipment, etc. for use in automotive/ non- automotive/ industrial or any other application or any industry as may be required and other engineering items for automobiles or any other applications as required. (ii) The Second Petitioner Company is engaged in the business of designing, assembling, importing, buying, selling, exchanging, installing and providing after sales service, etc. for various automotive capital equipment. (iii)The Third Petitioner Company is engaged in the business of manufacturing, fabricating, assembling, buying, selling, importing, exporting, distributing and dealing in automobile parts of all kinds and descriptions, automotive and other parts including but not limited to tools, springs, fittings, head lamps, sealed beam component parts, spare parts, ac [Showing first 8,000 characters — download PDF for full document]