Motherson Sumi Wiring India Limited submitted the Trust Deed for the 'MSWIL ESOP Trust' to the National Stock Exchange of India Limited and BSE Limited on May 12, 2026, pursuant to Regulation 3(3) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The trust has been established as an irrevocable employee welfare trust to administer and implement the 'Motherson Sumi Wiring India Limited – Employees Stock Option Scheme 2025' (ESOP 2025). The submission was signed by Pooja Mehra, Company Secretary of Motherson Sumi Wiring India Limited.

Trust Constitution and Key Details

The Trust Deed was executed on March 20, 2026, with the company acting as the Settlor through its duly authorised representative, Mr. Anurag Gahlot, Whole Time Director and Chief Operating Officer, authorised vide Board resolution dated December 19, 2025. The Board of the Settlor had accorded its consent to set up the irrevocable employee welfare trust vide its resolution dated December 19, 2025. The trust was formally registered at the Office of the Sub-Registrar, South East Mehrauli, Delhi, bearing Registration No. 2026/10/IV/674 in Book No. IV, Volume No. 5451, on May 4, 2026.

The following table summarises the key registration and financial details of the trust:

Trustees and Parties

The two individuals appointed as the first Trustees of the MSWIL ESOP Trust are Mr. Arjun Puri and Mr. Gautam Mukherjee, both of Indian nationality. The Trust Deed stipulates that where individual trustees are appointed, a minimum of two trustees is required, and the maximum number of trustees shall not exceed five or such other number as the Settlor may decide from time to time. The continuance of a trustee is at the discretion of the Settlor, who also retains the power to remove, accept the resignation of, or appoint new or additional trustees.

Objects and Structure of the Trust

The MSWIL ESOP Trust is irrevocable in nature, and the Settlor has relinquished all rights, title, interest, and powers in the Trust Property in favour of the trust. The primary objects of the trust include:

• Administering, managing, funding, and implementing the ESOP 2025 Scheme introduced by the Settlor
• Acquiring shares of the Settlor through Secondary Acquisition on recognised stock exchanges for the purposes of the Scheme
• Transferring shares to beneficiaries upon vesting and exercise of options, subject to payment of exercise price and applicable taxes
• Dealing in movable and immovable assets in accordance with the Scheme and Applicable Laws
• Performing other acts incidental or conducive to the welfare of beneficiaries

The Trust Fund comprises the Initial Corpus and any income, donations, contributions, loans, and advances lawfully received by the trust from time to time. The trustees are prohibited from entering into any derivatives contracts or dealing in any derivatives products.

Scheme and Beneficiary Rights

Under the ESOP 2025 Scheme, the Settlor may grant options to beneficiaries in one or more tranches, as approved by the Nomination and Remuneration Committee. Beneficiaries acquire the right to exercise options upon vesting, on payment of the exercise price along with applicable taxes. The Trust is responsible for the general administration of the Scheme, while the Committee supervises it.

Beneficiaries under the Trust are entitled to the following rights:

• Right to information: Beneficiaries may, on demand, obtain sufficient information about the Trust and its administration to enforce their rights.
• Right to accounting: Beneficiaries are entitled, on demand, to Trust accounts covering all income, expenses, and distributions.

The trustees are required to maintain proper books of account and records for each scheme, submit trust accounts to audit by a practising chartered accountant, and deliver copies of audited accounts to the Settlor. The Trust Deed further specifies that trustees shall not vote in respect of shares held by the Trust, to prevent any misuse of voting rights.

Governing Framework

The Trust Deed is governed by and construed in accordance with Applicable Laws within the jurisdiction of India, with the courts in Mumbai having exclusive jurisdiction to settle any disputes relating to the Trust Deed. The Settlor retains the power to amend the Trust Deed, subject to the condition that no amendment shall be detrimental to the interests of the beneficiaries, and that such power shall not be used to directly or indirectly amend the Scheme. The Trust shall be dissolved upon fulfilment of its objects or if fulfilment becomes impossible, with any residual Trust Property, after satisfaction of all outstanding liabilities, to be utilised for welfare activities pertaining to beneficiaries or transferred to any other employee welfare trust set up by the Settlor.

Source: None/Company/INE0FS801015/a3bcda8417364f27.pdf

Motherson Sumi Wiring India Limited has delivered exceptional Q4FY26 results, achieving its best-ever quarterly and yearly performance while crossing the ₹100 billion revenue mark for the first time. The automotive wiring solutions provider demonstrated robust revenue growth of 32.90% in the quarter, though faced margin pressures due to elevated copper prices rising 18% quarter-on-quarter. Following the results announcement, the company held an investor conference call on April 28, 2026, where senior management addressed questions on greenfield ramp-ups, commodity pass-throughs, and capital expenditure plans.

Board Approves Final Dividend and Audited Results

The Board of Directors, in its meeting held on April 28, 2026, approved the audited financial results for Q4FY26 and recommended a final dividend of ₹0.58 per equity share (face value of ₹1 each) for FY26, subject to shareholder approval at the upcoming Annual General Meeting. The company confirmed that the audit report on financial results carries an unmodified opinion, demonstrating strong financial governance.

Outstanding Financial Performance

The company's Q4FY26 and full-year financial metrics showcase remarkable growth across key parameters based on audited results:

Chairman Vivek Chaand Sehgal noted that quarterly revenue growth of approximately 33% significantly outpaced the passenger vehicle industry volume growth of 11% on a year-on-year basis. Management attributed approximately 5% of the revenue growth to copper price increases, with the remaining approximately 20% to 29% driven by volume growth. The company continues to win orders across all powertrain types, including ICE, EV, and hybrid platforms.

Copper Pass-Through and Margin Dynamics

Management provided detailed commentary on the impact of elevated copper prices on profitability. Copper constitutes approximately 24% to 28% of the raw material cost, and the 18% sequential increase in copper prices created a transitional drag on margins. Chief Financial Officer Gulshan explained that the pass-through mechanism operates with a lag of 3 months for most customers and 6 months for a select few, meaning the Q4FY26 cost pressure is expected to be recovered in subsequent quarters. The bottom-line impact of the copper price increase due to the lag in customer recovery was estimated at approximately 2% to 2.5%.

Management also noted a marginal adverse impact from Japanese Yen appreciation in the quarter, which is similarly subject to a pass-through arrangement with customers. Rising polymer prices were flagged as an emerging cost factor, though management indicated that solutions are being worked out collaboratively with customers.

Greenfield Facilities: Utilization and Ramp-Up Progress

The company's three greenfield facilities — Kharkhoda, Navagam (Gujarat), and Pune — collectively generated revenue of over ₹400 crores in Q4FY26, with management targeting an annualized run rate of approximately ₹2,000 crores from these plants. Chief Operating Officer Anurag Gahlot provided plant-wise utilization updates, noting that while Kharkhoda and Navagam are progressing well, Pune continues to face volume shortfalls due to customer model launch delays.

Management clarified that all new capex is backed by firm customer orders and that plants are not set up speculatively. For underutilized locations, the company is actively exploring diversification by onboarding additional customers and product types, including two-wheelers and commercial vehicles. Once greenfield plants reach full capacity utilization comparable to existing plants, management expects their profitability to align with company-level margins.

Strong Balance Sheet and Capital Structure

The company maintains a robust financial position with total assets of ₹4,745.70 crores as of March 31, 2026, compared to ₹3,728.78 crores in the previous year. Cash and cash equivalents increased significantly to ₹66.24 crores from ₹14.31 crores, reflecting strong operational cash generation. The company continues its debt-free status since inception, with minimal current borrowings of ₹10.40 crores.

Following the bonus share allotment in July 2025 (1:2 ratio), the company's paid-up share capital stands at ₹663.17 crores divided into 6,631,661,898 equity shares of ₹1 each. EPS figures have been adjusted for all periods to reflect the bonus issue, maintaining comparability. The company reported a return on capital employed (ROCE) of close to 40% for the year, consistent with its stated focus on ROCE as the primary performance metric.

FY27 Capex Plans and Growth Outlook

Management guided for capital expenditure of approximately ₹200 crores in FY27, broadly in line with the ₹190 crores incurred in FY26. The planned capex will be directed towards greenfield expansion to support customer growth announcements, automation and digitisation initiatives, and replacement capex at existing plants. Existing plants are running at approximately 80% capacity utilization, and expansion will be undertaken backed by firm customer orders. Laksh Vaaman Sehgal expressed confidence in the Indian automotive market's long-term growth trajectory, noting that MSWIL currently supplies 9 out of the top 10 passenger vehicle OEMs in India.

Regulatory Compliance and Investor Communication

Company Secretary Pooja Mehra submitted the audited financial results to NSE and BSE under Regulation 33 of SEBI LODR on April 28, 2026. The transcript of the investor conference call was subsequently filed with the exchanges on May 4, 2026, under Regulation 30 of SEBI LODR. The results and call transcript are available on the company's website at www.mswil.motherson.com . The company confirmed it does not fall under the "Large Corporate" criteria as specified under SEBI circulars.