Samvardhana Motherson International Limited has completed the merger of two of its German subsidiaries, marking a strategic move to streamline its corporate structure and enhance operational efficiency. The merger between SMIA and SMIA Technology Germany GmbH was registered at the Commercial Register on April 2, 2026.

Merger Details

The merger involves Samvardhana Motherson Innovative Autosystems B.V. & Co. KG (SMIA) merging into SMIA Technology Germany GmbH (SMIA Technology). Both entities are indirect wholly owned subsidiaries of Samvardhana Motherson International Limited. Following the completion of the merger registration, SMIA ceased to exist with effect from March 31, 2026.

Financial Performance

The financial performance of the merged entities shows significant variation in their operational scale. For the financial year ended March 31, 2025, SMIA Technology reported nil turnover, while SMIA generated substantial revenue from its operations.

Following the merger, the revenue and assets of SMIA will be consolidated with those of SMIA Technology, creating a unified operational structure.

Business Operations

Both subsidiaries operate in the automotive manufacturing sector with complementary business activities. SMIA Technology is engaged in manufacturing and sale of automotive accessories of all kinds, including plastic and injection-moulded parts. The entity also focuses on holding and administration of investments, along with providing management and other services for affiliated companies.

SMIA was primarily involved in manufacturing and sale of injection moulded plastic parts, encompassing necessary research and development activities, including machinery, tools and other accessories required for operations.

Strategic Rationale

The company has identified simplified corporate structure and increased operating efficiency as the primary drivers for this merger. This consolidation is expected to streamline operations and create synergies between the two entities' complementary business activities in the automotive accessories and plastic parts manufacturing segments.

The merger does not involve any cash consideration or share exchange ratio, and there are no changes to the shareholding pattern of the listed entity. The transaction has been disclosed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Samvardhana Motherson International Limited has announced the dissolution of its indirect wholly owned subsidiary, Samvardhana Motherson Reflectec Group Holdings Limited (SMR-Jersey), by the Commercial Register effective April 10, 2026. The dissolution was undertaken as part of the company's initiative to simplify its group holding structure.

Subsidiary Details and Financial Impact

SMR-Jersey was held by Samvardhana Motherson International Limited through Motherson Global Investments B.V. (MGI BV). The subsidiary's financial performance during FY 2024-25 and its contribution to the parent company's consolidated financials are detailed below:

Dissolution Process and Structure Simplification

The dissolution process was initiated when SMR-Jersey submitted an application to the Commercial Register for its dissolution. The Commercial Register subsequently dissolved SMR-Jersey from its register, making the dissolution effective from April 10, 2026.

Prior to the dissolution, the net-worth of SMR-Jersey was distributed to MGI BV. Since MGI BV is also consolidated under Samvardhana Motherson International Limited, this distribution ensures that the dissolution has no impact on the company's consolidated net-worth.

Regulatory Compliance

The company has made this disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated January 30, 2026.

Key regulatory details include:

• The transaction does not fall within related party transactions
• No sale agreement was involved as this was a dissolution
• No consideration was received from the dissolution
• The dissolution was not part of any scheme of arrangement

Corporate Structure Impact

The dissolution of SMR-Jersey represents a strategic move by Samvardhana Motherson International Limited to streamline its corporate structure. While the subsidiary contributed 4.62% to the consolidated net-worth, the careful redistribution of assets to MGI BV ensures continuity in the group's financial position without any adverse impact on the parent company's consolidated accounts.