Samvardhana Motherson International Limited submitted a regulatory disclosure informing that the Hon'ble National Company Law Tribunal, Mumbai Bench-III has approved the reduction of share capital of its subsidiary, Motherson Technology Services Limited (MTSL).

The NCLT order dated August 13, 2026 was received by the company on August 17, 2026. The petition was filed under Section 66 of the Companies Act, 2013 and was registered as C.P. (Companies Act)/ 240 (MB - III) / 2025.

Capital Reduction Details

The reduction involves cancellation of 78,58,602 equity shares of ₹10 each (7.04% of total paid-up equity share capital) held by minority shareholders. The issued, subscribed and paid-up equity share capital will be reduced from ₹111,64,86,530 (11,16,48,653 equity shares of ₹10 each) to ₹103,79,00,510 (10,37,90,051 equity shares of ₹10 each).

Financial Consideration

Minority shareholders will receive ₹42.66 per equity share, comprising ₹10 face value and ₹32.66 premium, aggregating to ₹33,52,47,961.32. The face value portion (₹7,85,86,020) will be adjusted against Equity Share Capital, while the premium portion (₹25,66,61,941.32) will be adjusted against the Securities Premium Account.

The fair value of ₹42.66 per share was determined by an IBBI-registered valuer in their valuation report dated August 28, 2025.

Financial Position (as of March 31, 2025)

  • Total Assets: ₹6,342.8 million
  • Non-Current Assets: ₹3,510.2 million (including Property, plant and equipment: ₹611.4 million, Capital work in progress: ₹1,450.9 million)
  • Current Assets: ₹2,832.6 million (including Trade receivables: ₹1,652.7 million)
  • Equity: ₹2,281.5 million (Equity share capital: ₹1,116.5 million, Other equity: ₹1,165.0 million)
  • Securities Premium Account: ₹105,43,72,859.34
  • Post-reduction Securities Premium: ₹79,77,10,918.02

Shareholding Pattern

Pre-reduction: Parent Entity (Samvardhana Motherson International Limited) held 92.96% (10,37,90,051 shares), Minority shareholders held 7.04% (78,58,602 shares)

Post-reduction: Parent Entity will hold 100% (10,37,90,051 shares)

Rationale for Reduction

The equity shares of MTSL were voluntarily delisted from Delhi Stock Exchange in FY 2008-2009. Post-delisting, there is no recognized market for shareholders to trade shares, making minority investments illiquid. The reduction provides exit opportunity to 265 minority shareholders and streamlines the group structure, making MTSL a wholly-owned subsidiary.

Creditor Position (as of September 30, 2025)

  • Secured creditors: 3 creditors with outstanding liability of ₹83,54,22,469
  • Unsecured creditors: 210 creditors with outstanding liability of ₹198,65,64,359
  • The company certified it has not accepted any deposits and is not in arrears of repayment

NCLT Conditions

The Tribunal directed the company to:

  • File certified copy of the order and form of minutes with Registrar of Companies
  • Publish notice about registration of order in 'Business Standard' (English) and 'Lok Satta' (Marathi) within 30 days of filing with ROC
  • The Registry to send copy of order to Nodal Officer of Income Tax Department

Effective Date

The reduction is effective from the date of the NCLT order (August 13, 2026).