Samvardhana Motherson International Ltd

Interest payment on CCDs

• Instrument: Compulsorily Convertible Debentures (CCDs); ISIN INE775A08105.
• Interest payment on CCDs has been made on the due date.
• Issue size: INR 1500 crore.
• Interest amount paid: INR 97.5 crore; record date: 11 Sep 2026.
• Payment date: 30 Sep 2026; frequency: yearly.
• Last interest payment date: 30 Sep 2025; redemption not applicable.

Rating action

• Issuer: Samvardhana Motherson International Limited; FC Long-Term Issuer Rating A; Outlook Positive (upgraded from Stable).
• Rating Agency: Japan Credit Rating Agency Ltd.

Samvardhana Motherson International Limited – Trading window closed from Thursday, October 1, 2026 till 48 hours after declaration of unaudited standalone and consolidated results for the 2nd quarter and half year ending September 30, 2026.

CP issuance and listing

• Issuance and listing of INR 300 crore unsecured commercial paper.
• Issue size: INR 300 crore across 6000 CPs of Rs 5 lakh each.
• Tenure is 64 days, with maturity on 27 November 2026.
• Coupon rate is 6.25%; interest charged upfront.
• Issue date is 24 September 2026; listing on BSE Limited.
• In favour of Kotak Mahindra Bank Limited; ISIN INE775A14848.
• Security is unsecured; no special rights attached.
• Interest payable upfront; principal due at maturity on 27 November 2026.

Share transfer completed

• SMISL's 26% stake in AES India transferred to T-NET Japan and nominees; completion on Sept 24, 2026.
• SAMIL's effective stake in AES India reduces to 0% post-transfer.

Target entity and rationale

• Target: MH Supply Chain Limited (MHSCL-US), incorporated Sep 21, 2026 in Delaware, USA.
• Industry: Logistics Solutions Services for automotive supply chain.
• Ownership: MHSCL-US is wholly owned by MHSCL JVC Holding Limited, UAE.
• SMIL holds 51% of MHSCL; HL (Hellmann Worldwide Logistics) holds 49%.
• Initial capital: USD 10 via 1,000 shares of USD 0.01, paid in cash.
• Timeline: Incorporation completed on Sep 21–22, 2026 (Delaware portal).
• Purpose: Provide world-class automotive supply chain solutions; 3PL/4PL services globally.
• Regulatory approvals: Not applicable for incorporation.
• Control: 100% equity stake in MHSCL-US under the MHSCL structure.

CCD entitlement and conversion terms

• Notice informs CCD holders of entitlement date and conversion window for 6.50% CCDs.
• Entitlement date is September 30, 2026; conversion window is October 1–7, 2026.
• Conversion Date for the batch within a window is the 8th day after entitlement date.
• Automatic conversion at maturity is September 20, 2027 for outstanding CCDs.
• Conversion price is the higher of 13.83% VWAP or ₹188.85 floor.
• Equity Issue Price stated as ₹190 per share; min price may adjust to ₹126.67.
• Fractional cash payout and accrued interest to be paid within seven working days.
• Shares will be credited in demat form and listed on BSE/NSE.
• Required documents include conversion notice, authorisations, PAN, demat details, and tax forms.

Target at a glance

• Target: Rotary Connectors Private Limited, manufacturing military-grade circular connectors.
• Industry: Aerospace and Defence.
• Turnover FY2025-26: INR 1,235 million.
• Presence: three facilities in Bengaluru, India.
• Incorporation: December 8, 2005.
• Turnover history: FY2024 752; FY2025 1,028; FY2026 (unaudited) 1,235.

Deal terms

• Acquirer SMAST to hold 50.1% equity in RCPL; RCPL becomes indirect subsidiary.
• Promoters retain 49.9% stake in RCPL.
• Consideration: cash; Enterprise Value INR 5,004 million.
• Equity value to be determined on locked-box date with net cash adjustments.
• Completion targeted by Q4 FY2026-27, subject to conditions precedent.
• Regulatory approvals: none required.
• Not a related-party transaction.
• Industry: Aerospace and Defence.

Strategic rationale & background

• Rationale: diversify and scale EWIS within Aerospace and Defence.
• Leverages Motherson footprint, geographic reach, and customer access to accelerate RCPL growth.
• RCPL background: circular connectors and interconnection solutions; incorporated 2005; three Bengaluru facilities.

Capital reduction and ownership change

• NCLT Mumbai Bench-III approved and registered the reduction of capital for MTSL.
• Certificate of Registration of Order confirming Reduction issued September 18, 2026; effective date the same.
• MTSL and its subsidiaries have become wholly owned subsidiaries of Samvardhana Motherson International Limited.
• Effective date of reduction remains September 18, 2026.