Samvardhana Motherson International Grants 23,211,370 Employee Stock Options Under ESOP Scheme 2025

Samvardhana Motherson International Limited's Nomination and Remuneration Committee (NRC) convened on May 04, 2026, and approved the grant of Employee Stock Options (ESOPs) to eligible employees under the "Samvardhana Motherson International Limited – Employee Stock Option Scheme 2025" (ESOP Scheme 2025). The committee meeting commenced at 1540 Hours (IST) and concluded at 1610 Hours (IST). This grant follows earlier disclosures dated June 19, 2025 and August 23, 2025, in which the Board of Directors and Shareholders of the Company had respectively approved the formulation, adoption, and implementation of the ESOP Scheme 2025. The disclosure has been made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the ESOP Grant

The NRC has granted a total of 23,211,370 (Twenty Three Million Two Hundred Eleven Thousand Three Hundred and Seventy) Employee Stock Options to eligible employees. Each option, upon exercise, entitles the holder to one fully paid-up equity share of the Company with a face value of Re. 1/- (Rupee One only). The following table summarises the key parameters of this grant:

Parameter: Details Total Options Granted: 23,211,370 Exercise Price per Option: INR 121.21 Face Value per Share: Re. 1/- Vesting Period: Minimum 1 year, Maximum 5 years from date of grant Exercise Period: Maximum 3 years from date of each vesting Scheme Compliance: SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Scheme Administrator: Motherson ESOP Trust

Scheme Structure and Significant Terms

The ESOP Scheme 2025 is administered by the Motherson ESOP Trust, to the extent that aspects of such administration are delegated by the Committee in accordance with applicable laws. The scheme is overseen by the Nomination and Remuneration Committee, which handles all related responsibilities, including any powers or duties delegated by the Board. Key structural features of the scheme include:

The scheme is applicable to the Company (and any successor), its employees, as well as group companies and subsidiary companies in India or abroad, and their eligible employees or eligible directors.

The specific employees to whom options are granted, along with their eligibility criteria, are determined by the Committee upon recommendation of the management.

Options granted shall vest not earlier than a minimum vesting period of one (1) year and not later than a maximum vesting period of five (5) years from the date of grant.

The exercise period for vested options shall be a maximum of 3 (Three) years commencing from the date of each vesting, or such shorter period as may be prescribed by the Committee.

Shares arising out of the exercise of vested options shall not be subject to any lock-in from the date of transfer of such shares under the ESOP Scheme 2025.

Employees exercising options are also liable to pay the Company an amount equivalent to the perquisite tax payable on exercise, in accordance with the Income Tax Act and other applicable laws at the relevant time.

Regulatory Compliance

The ESOP Scheme 2025 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosure was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026. Parameters such as options vested, options exercised, money realised by exercise, total shares arising from exercise, options lapsed, variation of terms, subsequent changes or cancellations, and diluted earnings per share are not applicable at this stage, as the current disclosure pertains solely to the grant of options under the ESOP Scheme 2025.

Samvardhana Motherson International Limited has announced the incorporation of a wholly owned subsidiary, Motherson Digital Technologies Limited (MDTL), on April 30, 2026. The company informed BSE Limited and National Stock Exchange of India Limited about this development under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsidiary Structure and Capitalization

MDTL has been incorporated under the Companies Act, 2013 as a wholly owned subsidiary of Samvardhana Motherson International Limited. The new entity operates in the Information Technology sector and represents the company's strategic expansion into digital services.

Parameter: Details Incorporation Date: April 30, 2026 Industry: Information Technology Ownership Structure: Wholly owned subsidiary Authorized Share Capital: INR 1,000,000 Number of Shares: 1,00,000 equity shares Face Value per Share: INR 10 Shareholding: Entire share capital held by parent company with 6 nominees

Business Scope and Operations

According to the regulatory filing, MDTL will engage in comprehensive technology services spanning multiple domains. The subsidiary's business activities will include software development, providing technical support and related professional services. The company will also offer channel services such as web housing, web designing, web marketing, internet training, and internet solutions.

Service Category: Scope Software Services: Development and technical support Web Services: Housing, designing, marketing, training Network Solutions: Integrated digital network, VOIP network Technology Focus: Electronics, telecommunications Digital Solutions: Internet, Extranet, multimedia services

Regulatory Compliance and Structure

The incorporation does not fall under related party transactions, and no governmental or regulatory approvals are required for this establishment. As a newly incorporated entity, MDTL does not have any existing turnover. The company secretary Alok Goel digitally signed the regulatory filing on April 30, 2026.

Compliance Aspect: Status Related Party Transaction: No Regulatory Approvals Required: Not applicable Completion Status: Completed on April 30, 2026 Consideration Type: New incorporation Filing Authority: Company Secretary Alok Goel

Strategic Implications

The incorporation of MDTL represents Samvardhana Motherson International's expansion into the digital technology space, complementing its existing business operations. The subsidiary will operate as an integrated service provider in electronics and telecommunications, positioning the company to capitalize on growing digital transformation opportunities across multimedia, internet, networking and allied fields.

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