Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

  • Type of Meeting: 39th Annual General Meeting (AGM)
  • Date: Thursday, July 30, 2026
  • Time: 15:15 Hours to 16:30 Hours (IST)
  • Mode: Conducted through video conferencing and other audio-visual means
  • Record Date: July 23, 2026
  • Total Shareholders on Record Date: 1,224,348

Attendance Details

  • Promoters and Promoter Group Present through VC: 8 members
  • Public Shareholders Present through VC: 137 members
  • No shareholders were present in person or through proxy physically

Summary of Proposed Resolutions and Voting Outcomes

Nine resolutions were passed at the meeting. The voting was conducted through remote e-voting and e-voting during the AGM.

Resolution 1: Adoption of Financial Statements

  • Description: To consider and adopt standalone and consolidated audited financial statements for FY ended March 31, 2026
  • Type: Ordinary Resolution
  • Total Votes Polled: 9,306,792,426 (88.1789% of outstanding shares)
  • Votes in Favor: 9,279,969,142 (99.7118% of votes polled)
  • Votes Against: 26,823,284 (0.2882% of votes polled)
  • Result: Passed

Resolution 2: Declaration of Final Dividend

  • Description: To declare final dividend of ₹0.25 per equity share for FY 2025-26
  • Type: Ordinary Resolution
  • Total Votes Polled: 9,309,961,679 (88.2089% of outstanding shares)
  • Votes in Favor: 9,309,942,109 (99.9998% of votes polled)
  • Votes Against: 19,570 (0.0002% of votes polled)
  • Result: Passed

Resolution 3: Reappointment of Director (Laksh Vaaman Sehgal)

  • Description: To appoint director in place of Mr. Laksh Vaaman Sehgal (DIN: 00048584) who retires by rotation
  • Type: Ordinary Resolution
  • Total Votes Polled: 9,309,960,420 (88.2089% of outstanding shares)
  • Votes in Favor: 9,163,171,750 (98.4233% of votes polled)
  • Votes Against: 146,788,670 (1.5767% of votes polled)
  • Result: Passed

Resolution 4: Reappointment of Pankaj Mital

  • Description: To approve reappointment of Mr. Pankaj Mital (DIN: 00194931) as Whole Time Director designated as President SAMIL for 5 years
  • Type: Ordinary Resolution
  • Total Votes Polled: 9,309,960,952 (88.2089% of outstanding shares)
  • Votes in Favor: 9,238,274,400 (99.23% of votes polled)
  • Votes Against: 71,686,552 (0.77% of votes polled)
  • Result: Passed

Resolution 5: Reappointment of Rekha Sethi

  • Description: To approve reappointment of Ms. Rekha Sethi (DIN: 06809515) as Independent Director for second term of 5 years
  • Type: Special Resolution
  • Total Votes Polled: 9,309,958,414 (88.2089% of outstanding shares)
  • Votes in Favor: 9,167,367,973 (98.4684% of votes polled)
  • Votes Against: 142,590,441 (1.5316% of votes polled)
  • Result: Passed
  • Note: Related parties of the Company did not vote on this resolution

Resolution 6: Related Party Transaction with Motherson Sumi Wiring

  • Description: To approve material related party transaction with Motherson Sumi Wiring India Limited
  • Type: Ordinary Resolution
  • Total Votes Polled: 4,180,721,374 (39.61% of outstanding shares)
  • Votes in Favor: 4,180,700,193 (99.9995% of votes polled)
  • Votes Against: 21,181 (0.0005% of votes polled)
  • Result: Passed
  • Note: Related parties of the Company did not vote on this resolution

Resolution 7: Section 186 Limits for Motherson Electronic Components

  • Description: To approve limits under section 186 of Companies Act for Motherson Electronic Components Private Limited (subsidiary)
  • Type: Special Resolution
  • Total Votes Polled: 9,309,240,956 (88.2021% of outstanding shares)
  • Votes in Favor: 9,309,217,468 (99.9997% of votes polled)
  • Votes Against: 23,488 (0.0003% of votes polled)
  • Result: Passed

Resolution 8: Section 186 Limits for the Company

  • Description: To approve limits of giving any loan, guarantee or providing security under Section 186 of Companies Act
  • Type: Special Resolution
  • Total Votes Polled: 8,377,212,467 (79.37% of outstanding shares)
  • Votes in Favor: 7,537,224,194 (89.9812% of votes polled)
  • Votes Against: 839,988,273 (10.0188% of votes polled)
  • Result: Passed

Resolution 9: Ratification of Cost Auditors' Remuneration

  • Description: To ratify remuneration of Ms. M.R. Vyas and Associates as Cost Auditors for FY 2026-27
  • Type: Ordinary Resolution
  • Total Votes Polled: 9,309,960,718 (88.2089% of outstanding shares)
  • Votes in Favor: 9,302,421,367 (99.919% of votes polled)
  • Votes Against: 7,539,351 (0.081% of votes polled)
  • Result: Passed

Voting Process and Methods

  • Remote E-voting Period: Monday, July 27, 2026 (09:00 IST) to Wednesday, July 29, 2026 (17:00 IST)
  • E-voting Agency: National Securities Depository Limited (NSDL)
  • Voting Methods: Remote e-voting prior to meeting and e-voting during the AGM
  • Cut-off Date: July 23, 2026 for shareholder eligibility

Scrutinizer Details

  • Name: Mr. D.P. Gupta
  • Firm: M/s SGS Associates LLP
  • Qualification: Company Secretary (FCS 2411)
  • Appointment Date: June 23, 2026
  • Report Issuance Date: July 30, 2026

Scrutinizer's Findings

  • All votes were cast through electronic means (remote e-voting and e-voting at AGM)
  • Votes were unblocked in presence of two witnesses: Ms. Vanshika Khandelwal and Ms. Nivi Kanungo
  • Invalid votes were minimal:
  • Resolution 9 had 1 invalid vote from Public-Non Institutions category
  • All other resolutions had zero invalid votes
  • The scrutinizer confirmed the voting process was fair and transparent

Compliance Confirmation

The voting process and results compilation were conducted in compliance with:

  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • MCA Circulars No. 14/2020 and 03/2025

Additional Information

  • Total Outstanding Shares: 10,554,442,601
  • Promoter & Promoter Group Holdings: 5,129,214,114 shares (48.60%)
  • Public Institutions Holdings: 4,434,975,967 shares (42.02%)
  • Public Non-Institutions Holdings: 990,252,520 shares (9.38%)