Corporate Presentation

May 2019

Confidential

Varroc is the 2nd Largest Indian Auto Component Group1 with a Global Footprint

Note: (1) Based on CRISIL Report - By revenue for FY17. Excludes TVS Motors revenues for Sundaram Clayton and Bosch Ltd. part of Robert Bosch GmbH (Germany). (2) Based on Yole Report – By revenue for CY16. For passenger and light commercial vehicles. (3) Based on Yole Report for Revenue

CAGR from 2014 – 2016. (4) Based on CRISIL report; by revenue for CY16 – Sum of Varroc Engineering Pvt. Ltd, Varroc Polymers Pvt. Ltd and Durovalves Pvt Ltd. taken for Varroc. (5) Activities in China are through a 50% joint venture with Beste Motor Co. Ltd. (6) As of March 31, 2018. Excluding JVs.

Founded in 1988 in Aurangabad, India by the Jain family

Successful listing on the Indian Stock Exchanges in July 2018

Two primary business lines:

1. Varroc Lighting Systems (“VLS”): global supplier of exterior lighting

systems to passenger car OEMs

2. Varroc India Business: manufacturer and supplier of diverse range

of auto components primarily to 2W, 3W and 4W OEMs

Strong, long-lasting, growing customer relationships with

marquee auto OEMs globally and in India

Well-diversified global auto component business across

geographies, products and customers

Low cost, strategically located global manufacturing footprint

41 Operating plus 2 Upcoming Manufacturing Facilities and 16

R&D Centres across 5 continents

In-house R&D capabilities in India, Czech Republic, China(5), USA,

Mexico, Germany, Italy, Romania and Poland

~1,500 R&D engineers(6); 185 patents granted globally(6)

Experienced management team supported by reputed Board

~14,000 employees across the globe(6)

6th

Largest(2), fastest growing among

top six global exterior auto lighting

suppliers

Leading tier-1 manufacturer and supplier to

the Indian 2W and 3W OEMs(4)

INR 120 bnFY19 revenue(3)

Our Journey

Note: (1) Now part of VLS.

19

90

20

07

20

12

20

17

20

18

20

05

20

11

20

14

Acquired

Tri.o.m (Italy),

- 2W lighting

Acquired

Visteon’s global

PV lighting

business

JV with Plastic

Omnium, France

Acquired Forging

company, IMES,

Italy,

2W and 3W

catalytic

converters

PE Investments by

Omega TC Holdings

and Tata Capital

Acquired 50% in

Varroc TYC

Corporation (China)

Investment in

manufacturing facilities

in Brazil and Morocco

Acquired auto

accessories

manufacturer

Team Concepts (India)

Polymer

Business

Development of

Electronic Fuel-

Injection

Technology for

2W in India

Acquired PV

Lighting

business in

Turkey

Varroc Engineering Limited

listed on Indian Stock

Indices (BSE & NSE)

Inauguration of

manufacturing facility in

Brazil and Halol (India)

Inauguration of

manufacturing facility

in Morocco

20

19

Expansion of

manufacturing facility

in Czech Republic

Vision, Mission & Values

VisionTo be an INR 200 billion supplier of innovative solutions for transportation and allied industry in 2020

• Core business sectors will be exterior lighting and two wheeler

mobility

• Be a partner of choice for vision, mobility and emission

technologies

• Be the fastest growing player in our core sectors

MissionBring leading edge technologies to the mainstream markets with high quality, cost competitive solutions

• By delivering customized solutions with superior service

• With speed, agility and creativity

• And fostering an environment that empowers employees and encourages the pursuit of excellence

Values

Our core values serve as a common identity for every employee inthe organization. These values have been ingrained in Varroc sinceour inception and have stood the test of time. Our principles havehelped us thrive in the global competitive market.

Business Overview

10 Facilities – Czechia (2), China (2), Turkey (2), Mexico,

India, Brazil & Morocco

11 Facilities – India (8)#, Italy, Romania, Vietnam

1 upcoming facility - India15 Facilities – India#7 Facilities – India (5)#, Italy (2)

POLYMER

• Leading global supplier of exterior automotive lighting systems for PV

• 8000+ employees

• Head Lamps

• Rear Lamps

• CHMSL

• Fog Lamps

• Comprehensive solutions in electrical-electronics components, assemblies for automotive applications.

• High end lighting systems for the global 2W industry

• 1500+ employees

• 2W lighting

• Digital clusters

• Motors, Magnetos

• Regulator & Rectifiers

• Body switches, CDI,

• Catalytic Converters

• One of the largest polymer solution providers to all major auto OEMs with a pan-India presence

• 1600+ employees

• Air Filter Assembly

• Seating Assembly

• Interiors

• Painted plastic exterior products

• Mirror assembly

• Integral Skin

• Engine valves

• Transmission gears

• Crank pins, Links

• Connecting Rods

• Crankshafts

• Offers precision forged & machined parts for engines and transmissions

• Supplies engines valves in domestic and international markets

• 1600+ employees

2W, 3W, PV, CV & OHV, Earth-moving & Oil-drilling

2W, 3W, PV & CV 2W, 3W, PV & CV PV

#Pantnagar facility caters to all 3 verticals of India business.

METALLIC ELECTRICAL - ELECTRONICS LIGHTING

Confidential

Well Diversified Auto Component Business Across Geographies, Product Groups, Customers and Segments

Varroc LeadersF

ou

nd

er

& M

D

Tarang Jain*^

Managing Director

Experienced management team

Independent directors with experience across industries & practices

Strong governance: Big-4 statutory and internal auditors; independent board

committees

Note: * denotes member of Promoter Group. ^ denotes member of Board of Directors.

Ashwani Maheshwari

CEO – India Business

President – Metallic Division

Stephane Vedie

President and CEO – VLS

CE

Os

Bu

sin

ess &

Fu

ncti

on

al H

ead

s

D S Sethumadavan

Business Head – Polymer

Business

Kavita Kulkarni

Chief Human Resource Officer

Arjun Jain*

President – Electrical DivisionT. R. Srinivasan

Group Chief Financial Officer

Puneet Chandhok

Chief Supply Chain OfficerSumeet Tandon

Chief Market Development Officer

Confidential

Low Cost, Strategically Located Global Manufacturing Footprint41 Operating plus 2 Upcoming Manufacturing Facilities and 16 R&D Centers Across Asia, Europe, Africa, North and South America

15 Global Manufacturing Plants for VLS* & other international businesses

Proximity to OEMs leading to cost

effectiveness and quicker turn-

around times

Manufacturing plant

Technical / Sales Center

VLS Headquarters

Corporate Headquarters

R&D Centre

Brazil

Mexico

China

India

Romania

Italy

India

Czech

Republic

Vietnam

Bulgaria

26 Manufacturing Plants and 5 R&D Centers across India

Uttarakhand

(1)

NCR

(1)

Haryana

(1)

Rajasthan

(1)

Gujarat

(2)Madhya Pradesh

(1)

Tamil Nadu

(1)

Maharashtra

(15)

Manufacturing plant

Corporate Headquarters

Karnataka

(2)

R&D Centre

Manufacturing and R&D

centers spread across low-

cost countries

Morocco

* VLS - Varroc Lighting Systems

Pan-India presence enabling

proximity to customers across key

automotive hubs

Product Portfolio & Capabilities Across Segments

Wide range of products across polymer, electrical and metallic

segments

One-stop shop for customers enabling cross-selling

Comprehensive Solution Provider to 2 Wheeler OEMs in India

End to end capabilities across design, R&D/Engineering, testing/validation, tooling, manufacturing and delivery

Broad Portfolio of Lighting Technologies for PV OEMs Globally

Products including headlamps, rear lamps, fog lamps

and center high mount stop lamps

Established presence in key emerging technologies

such as LED, Laser, Matrix, OLED

Headlamps

Xenon LED Matrix

Rear Lamps

LED

Other Lights

Electronics

Headlamp Control

ModulesProjectorLED Module

Global Business: Key Strengths

Long Standing, Growing Customer

Relationships

Strong long-standing relationships with marquee OEMs across

high-end and mass market segments

Expansion of business with key customers (Jaguar Land Rover,

FCA and others)

16

34

2

Strong Competitive Position in a Growing Market

Segment

Exterior lighting market growth outpacing PV volume growth

Fastest growing global lighting player amongst top six players(1)

Wide Range of Product and Technology

Offerings

Diversified product portfolio covering a wide range of technologies

Cost effective, cutting edge technology products to premium and

mass market PV OEMs

Robust Revenue Growth with Improving Margins

Revenue growth driven by new customer wins and increasing business

with existing customers

Improved operational efficiencies resulting in better margins

Robust in-house Technology, Innovation

& R&D Capabilities

Nimbleness, flexibility and cost consciousness enables

developing products with shorter turn-around time and at

competitive prices

Well-positioned to benefit from key trends such as

electrification, shared mobility and emission reduction

Global Low-cost Manufacturing and R&D

Footprint

Strategically-located manufacturing and R&D centers in low

cost locations

Footprint covers major PV markets

5

Global Business: Key Strengths

Continuous Focus on R&D Capabilities and Enhancing

Product Portfolio

Developing proprietary products with continuous focus on innovative,

cost competitive designs

Well-positioned to benefit from key trends such as digitalization,

urbanization and increased use of electronics

India is one of the largest and fast growing 2W market(1)

Growth driven by rising per capita income and increasing 2W penetration

One of the largest Indian 2W component suppliers with diversified

product segments

Increasing Product Penetration with

Customers

Increasing penetration with major OEMs (Hero,

Honda)

Supplier to 2W OEMs - covering ~85% of total

domestic 2W sales

Comprehensive Solution Provider to 2W OEMs in India

End-to-end services across design, development and delivery

Wide range of products across polymer, metallic and electrical segments

Ability to cross-sell to meet customer requirements

Varroc

India Business

5

2

3

4

1

Pan-India Footprint Servicing the

Key Auto Hubs

Pan-India presence enabling proximity to customers

Plants located in all major auto hubs

Product Portfolio Enhancement

Additions to Product Portfolio Over the Years

LED HLPaper filter elements

Digital clustersLED TLSelect

Offerings

1990-2000

2000-2010

2010-2015

2016

2017

• Plastic fan

and shroud

• Molded body

parts

• Engine Valves

• Seats

• Air Filters

• Painted Parts

• Interior Molded

Parts

• Mirrors

• Lighting

• Magneto

• Starter Motor

• LED TL

• Catalytic

converters

• Transmission

Assembly

• Expanded

Forging

Business in

Europe

• Paper filter

elements

• 6-cylinder

crankshaft

• LED HL

•Polymer Products

•Electrical Products

•Metallic Products

Proprietary products

with continuous focus

on innovative, cost

competitive designs

Continuous focus on

R&D and product

development

GoI’s DSIR approved

R&D centers

2018

• Electronic

Fuel

Injection

New technology tie ups

for development of

catalytic converter and

electronic fuel injection

systems

450+ engineers located

in 5 R&D centersEngine Valves

Technology, Innovation & R&D Capabilities

Most R&D facilities located in

low-cost geographies

Global leader in rear / signal

lighting technology

Select Case Studies Validating Strong R&D Capabilities

Nimbleness and flexibility

enables developing customized

products with shorter turn-

around time

Customer British Luxury Car Maker British Premium Car Maker

Product Matrix Headlamp Cross-Carline Matrix / LASER Modules

Objective

Products for a next generation, popular luxury car

Develop a headlamp with full matrix capability and top

end performance, combined with innovative “lit crystal

bezel”

Products for latest SUV models

Utilize common modules to deliver leading edge matrix

and LASER technology

VLS’ Solution based approach driven through innovative ideas and operational efficiency

Strategic focus on R&D spending

Focus R&D efforts on designing and developing products and technology solutions that are

capable of being adopted by customers across large product platforms

~900 engineers located in 9 R&D centers, which are located in the Czech Republic, India,

China, Mexico, Germany and USA; also established a new R&D facility in Poland which

started operations in 2018

184 patents as of December 31, 2017

Focus on providing sophisticated

technology solutions in a cost

effective way

Established presence in key

emerging technologies (i.e. LED)

and broad portfolio of headlamp

technologies (Matrix LED and

Laser)

Technology, Innovation & R&D Capabilities

Euro V / BS-VI emission norms implemented by

India along with the rest of the world will make

Electronic Fuel Injection (EFI) necessary on all

vehicles

Stricter

Environmental

Regulation

City traffic congestion has made 2W, and

particularly scooters, a viable commuting

optionUrbanization

Regulation change creates potential for suppliers with robust operational systems to cross sell product lines; core auto themes like light-

weighting and affordability will continue to guide OEM decision making

Reduction in cost of computing power and EFI

requirement make “smarter” products viableIncreased Use

of Electronics

Market technology evolution will make

stronger connection with end customers

viable and provide opportunities around the

sameDigitization

& IoT

As the composition of the vehicle changes,

the ability to achieve reliability & fuel

efficiency will still be prime differentiatorsSustainability,

Reliability &

Efficiency

Technology Overview

Process Technologies

• Plastic injection molding: Over 200 machines up to 3200T, multi-color molding

• Painting of plastic parts

• Foam molding, Foam in Place, Elastoskin

• Mirror manufacturing

• Decorating: metallizing (colored metallizing, Hard coating)

• Metal forming:- cold, warm and hot forging

• Heat treatment, metal removal & finishing processes

• Welding and surface coating technologies

• Surface mount techniques for electronics

Product Technologies

• LED headlamps and rear lamps; adaptive front lighting systems; projector lamps, signature DRL and rear lamps

• Digital electronic displays, electronic controls, power electronics, electromagnetic drives

• Air filtration, Mirrors, Laser lamps, Matrix LED lamps

Polymer Business

• 14 Manufacturing plants (including tool room and integrated plant) & 2 Technical Center

• 1600+ employees

• Products supplied to 2, 3 & 4 wheeler and commercial vehicles

• Primary products include:

• Air filter assembly

• Seating assembly

• Plastic interiors & exteriors

• Painted plastic products

• Mirror assembly

• CV seats

• Customers: Ashok Leyland, Bajaj, DICV, Eicher, Fiat, GM, Hero, Harley Davidson , Honda, KTM, Mahindra, M&M, Royal Enfield, Suzuki, Tata, Triumph, VW, Volvo, Yamaha.

Metallic Business

• 6 Manufacturing plants & 2 Engineering center in Aurangabad, India; 1 manufacturing plant in Italy

• 1600+employees

• Production in India, exported globally

• Products for the 2, 3 & 4 wheelers and commercial vehicles

• Primary products include:

Engine parts

Engine Valves (Solid, Hollow & Na filled)

CV crankshafts

Transmission gears

Links and rollers

• Customers: Ashok Leyland, Bajaj, Caterpillar, Ducati, Eicher Motors, Fairfield Graziano, Fiat, GM, Harley Davidson, Hero, Honda, Iveco, Isuzu, JCB, KTM, MV Agusta, M&M, Maruti Suzuki, Piaggio, Royal Enfield, Tata, Yamaha.

Electrical-Electronics Business

• 6 Manufacturing Plants & 1 Engineering Center

• 1500+ employees

• Products for the 2, 3 & 4 wheelers and commercial vehicles

• Primary products include:

Digital instrument clusters

Motors, magnetos

CDI, regulator rectifiers

Body switches

Catalytic converters

Handle bar assembly

• Customers: Atul Auto, Bajaj, Honda, Piaggio, Royal Enfield, Suzuki, Tata, VW, Yamaha

PV Lighting Business

• Leading global supplier of exterior lighting for passenger cars

• 8000+ employees.

• 7 Manufacturing Plants located in China, Czech Republic, Mexico, Bulgaria and India

• 2 New plants in startup: Brazil, Morocco

• Supported by 6 Engineering centers

• Primary products include:

Headlamps

Rear lamps

Small lighting (CHMSL, Fog)

Lighting electronics (ECU, LDM, Software Development)

• Customers: Audi, Bentley, CFMA, Changan, Daimler, DPCA, FCA, Ford, General Motors, Jaguar Land Rover, JMC, M&M, PSA, Renault/Nissan, Tata,Tesla, VW

Key Customers

TWO WHEELERS

+

COMMERCIAL VEHICLES

+

FOUR WHEELERS

+

EARTH MOVERS & OFF-ROAD

+

Disclaimer

• By attending the meeting where this presentation is made, or by reading the presentation materials, you agree to be bound by the limitations contained herein and to maintain absolute confidentiality regarding the information disclosed in this presentation. Any failure to comply with these terms and conditions may constitute a violation of applicable securities laws.

• The information in this presentation has been prepared by Varroc Engineering Limited and its subsidiaries (the “Company”) on the basis of information in the Draft Red Herring Prospectus dated March 28, 2018 (“DRHP”).

• This presentation is for information purposes only and is not intended to be an advertisement and does not constitute or form part of and should not be construed as any offer or invitation for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with or act as an inducement to enter into any contract, commitment or investment decision in relation thereto in India, the United States or any other jurisdiction.

• Neither the Company, the Book Running Lead Managers (the “BRLMs”) nor any of their respective affiliates, shareholders, directors, employees, agents, officers, advisors or representatives (together, “Representatives”) make any expressed or implied representations or warranties as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information, or opinions contained herein, and none of them shall have any responsibility or liability whatsoever (for negligence or otherwise, including any third party liability) for any loss or damage (including consequential loss or damage) howsoever arising from any use, reliance or distribution of this presentation or its contents or otherwise arising in connection with this presentation. The information set out herein is provided only as at the date of this document (unless stated otherwise), its accuracy is not guaranteed, and it is subject to updating, completion, revision, verification and amendment without notice and such information may change materially. This document is a summary only and it is not the intention to provide, and you may not rely on these materials as providing, a complete or comprehensive analysis of the financial or trading position or prospects of the Company. This presentation has not been and will not be reviewed or approved by any statutory or regulatory authority in India or any Stock Exchange in India. You should conduct such independent investigations and analysis of the Company as you deem necessary or appropriate in order to make an independent determination of the suitability, merits and consequences of investments in the Company. Any investment decision with respect to any securities of the Company and/or any of its subsidiaries must be made solely on the basis of a prospectus registered with the Securities and Exchange Board of India (“SEBI”).

• This presentation contains certain “forward looking statements.” All such forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Such forward looking statements are made based on management’s current expectations or beliefs as well as assumptions made by, and information currently available to, management. By their nature forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Any investment in securities issued by the Company will also involve certain risks. There may be additional material risks that are currently not considered to be material or of which the Company, the BRLMs and any of their Representatives are unaware. Against the background of these uncertainties, readers should not rely on these forward-looking statements. Neither the Company, the BRLMs nor any of their Representatives assume any responsibility to update forward-looking statements or to adapt them to future events or developments.

• This presentation includes certain industry data and projections that have been obtained from industry publications and surveys. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance that the information is accurate or complete. Neither the Company, the BRLMs nor any of their Representatives have independently verified any of the data from third-party sources or ascertained the underlying economic assumptions relied upon therein. No representation or claim is made that the results contained in this presentation will actually be achieved. All industry data contained in this presentation is based on data obtained from the sources cited and involve significant elements of subjective judgment and analysis, which may or may not be correct.

• This presentation is based on information regarding the Company and the economic, regulatory, market and other conditions as in effect on the date hereof. Subsequent developments may affect the information contained in this presentation, which neither the Company, the BRLMs nor any of their Representatives are under an obligation to update, revise or affirm. This presentation and its contents are confidential and may not be copied or disseminated, in whole or in part, and in any manner. This document is a presentation and is not and should not be construed as an offer letter, offering circular, offering document, draft red herring prospectus, red herring prospectus, invitation, advertisement or prospectus as defined under the Indian Companies Act, 2013 as amended, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law in India.

• The Company is proposing, subject to applicable statutory and regulatory requirements, market conditions and other considerations, to undertake an initial public offering of its securities and filed the DRHP with the SEBI, filed on March 28, 2018. The DRHP is available on the website of SEBI at www.sebi.gov.in, NSE at www.nseindia.com, BSE at www.bseindia.com and the website of the Global Coordinators and Book Running Lead Managers (“GCBRLMs”), i.e. at www.investmentbank.kotak.com, www.online.citibank.co.in/rhtm/citigroupglobalscreen and www.creditsuisse.com/in/en/investmentbanking/regional-presence/asiapacific/india/ipo.html and BRLM, i.e. at www.iiflcap.com, respectively. Any potential investors should note that investment in equity shares involves a degree of risk and for details relating to the same, please refer to the DRHP, including the section “Risk Factors” of the Red Herring Prospectus (“RHP”) when available. Potential investors should not rely on the DRHP filed with SEBI for making any investment decision.

• This presentation and the information contained herein does not constitute or form part of any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities of the Company. The securities of the Company and/or its subsidiaries have not been and will not be registered under the U.S. Securities Act, 1933, as amended (“U.S. Securities Act”) or any state securities laws in the United States, and unless so registered may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, any offer and sale of securities of the Company and or/any of its subsidiaries will be undertaken (i) outside the United States, in offshore transactions in compliance with Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those offers and sales occur; and (ii) in the United States, to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”)), in reliance on Rule 144A or other available exemptions under the U.S. Securities Act. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

• “CRISIL Research, a division of CRISIL Limited (“CRISIL”) has taken due care and caution in preparing the “Report on specific auto components for Indian two and three-wheeler industry” dated March 2018 (“Report”) based on the Information obtained by CRISIL from sources which it considers reliable (“Data”). However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of the Report should be construed as expert advice or investment advice or any form of investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary permission and/or registration to carry out its business activities in this regard. Varroc Engineering Limited will be responsible for ensuring compliance and consequences of non-compliance for use of the Report or part thereof outside India. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a confidential nature. The views expressed in this Report are that of CRISIL Research and not of CRISIL’s Ratings Division / CRIS. No part of this Report may be published/reproduced in any form without CRISIL’s prior written approval.”