Samvardhana Motherson International Limited has successfully concluded its postal ballot process, with shareholders overwhelmingly approving both proposed resolutions. The company announced the results on December 22, 2025, following the completion of the remote e-voting period that ended on December 21, 2025.

Postal Ballot Results Overview

The e-voting process witnessed significant shareholder participation, with both resolutions receiving strong approval from members. The scrutinizer, Mr. D.P. Gupta, Managing Partner of SGS Associates LLP, submitted the voting results report confirming the passage of both resolutions with requisite majority.

Director Appointment Approved with Overwhelming Support

Shareholders approved the appointment of Mr. Dinesh Kumar Khara as Independent Director with exceptional support. The Special Resolution received 99.92% votes in favour, demonstrating strong confidence in the proposed appointment.

Mr. Khara, former Chairman of State Bank of India, will serve as Independent Director for five years from September 25, 2025, to September 24, 2030. His extensive 40-year banking experience in treasury, risk management, IT, and compliance is expected to strengthen the company's board expertise.

Executive Remuneration Revision Receives Strong Approval

The Ordinary Resolution for revising Mr. Pankaj Mital's remuneration as Whole-time Director also received substantial shareholder support, with 99.64% votes in favour.

The approved remuneration structure includes a basic salary of ₹32.74 lakh per month for Mr. Mital, who will be designated as President - SAMIL. His annual remuneration for FY 2025-26 is capped at ₹5.56 crore, with eligibility for employee stock options and annual increments up to 15% based on performance.

Corporate Governance and Transparency

The postal ballot process was conducted in accordance with the Companies Act, 2013, and SEBI regulations. The voting results and scrutinizer's report have been uploaded on the company's website and the e-voting agency's platform for transparency.

These successful resolutions reflect Samvardhana Motherson International's commitment to strengthening its leadership team and aligning executive compensation with growth objectives. The overwhelming shareholder support demonstrates confidence in the company's strategic direction and governance practices.

The Board of Directors of Samvardhana Motherson International has formally approved the acquisition of Nexans Autoelectric business for an enterprise value of €207 million, marking a significant expansion in the automotive wiring harness segment.

Board Meeting and Regulatory Filing

The board meeting held on December 22, 2025, from 13:15 Hours to 14:30 Hours (IST), approved the acquisition by Motherson Global Investments B.V. (MGI B.V.), an indirect wholly-owned subsidiary of the company. The transaction involves acquiring the business including assets and certain real estate of Nexans autoelectric GmbH and Elektrokontact GmbH, along with shares in their foreign subsidiaries.

Business Profile and Financial Performance

Autoelectric is a 60-year-old global manufacturer of automotive wiring harnesses for light vehicles and commercial vehicles, specializing in both low and high voltage applications. The company reported revenues of €749 million in CY2024, with passenger vehicles contributing 81% and commercial vehicles 19% to total revenues.

Global Operations and Market Presence

The target company operates 22 facilities across 11 countries including Germany, United States, Mexico, China, Tunisia, Ukraine, Romania, Slovakia, Czech Republic, Austria and Switzerland. The business employs over 13,000 people globally, supported by more than 800 engineers.

Strategic Rationale and Regulatory Approvals

The acquisition aims to enhance Motherson's presence with passenger vehicle OEMs globally and provide access to experienced management teams with strong R&D capabilities. The transaction is expected to be cash EPS accretive and synergistic with the company's existing wiring harness division.

Merger control clearance is required from the European Commission and national merger control authorities of Brazil and the United States, along with clearance from the Committee on Foreign Investment in the United States. The transaction is subject to satisfactory completion of all conditions precedent, including regulatory approvals and consultations with the works council.

Transaction Structure and Guarantee Arrangements

Samvardhana Motherson Automotive Systems Group B.V. will act as guarantor in the master framework agreement with respect to the purchaser's obligations. The potential transaction follows entering into exclusive negotiation and signing of a master framework agreement, under which a series of shares and asset purchase agreements will be executed to transfer interests in multiple subsidiaries and assets in Autoelectric.