Proud

to be

part of.

SMRPBV Presentation

September 2016

London, U.K.

Content

• SMG Overview

• SMRP BV Overview

• SMRP BV Key Strengths

• SMRP BV Financial Overview

2

3

• Founded in 1975.

• One of the world’s fastest growing specialized automotive componentmanufacturing Group

• Customer spread across all vehicle segments

4

To be agloballypreferredsolutionsprovider.

Photo by Epicantus

Our Group vision.

The

vision of

the Group

has been the

same all along.

Our philosophy.

5

Return on

Purpose

03.CUSTOMER

VALUE

Trust

05.INCREASE CONTENT/

VALUE PER CARPlay a bigger

part in the success of our

customers

02.OUTSTANDINGPERFORMANCE

A relentless focus on

QCDDMSES

04.CUSTOMERRESPONSE

Asking Motherson to do more

01. PURPOSEProud to be part

of the world’s most admired

companies

• Focus on consistent outstanding

performance

– Never compromise on product quality

– Relentless focus on cost and capital

efficiency (QCDDMSES)(a)

• Trust:

Superior performance nurtures client

relationships

• Asked to do more:

– Leverage trust to enable greater client

engagement

– Sole supplier status and R&D

collaboration

• Increase content/value per car:

Trust and increased engagement to drive

cross-sell

• Pride in purpose/way of life:

Sustainable value creation, fuelling top

and bottom line as well as the de-risking

(a) Quality, Cost, Delivery, Development, Management, Safety, Environment and Sustainability

6

05 Metal working.

04 IT, engineeringand design.

A growing

portfolio that

is diverse

and

scalable.

Group business portfolio.

03 Polymers and modules.

06 Elastomers. 07 Manufacturing support.

01 Wiring harnesses.

02 Rear view mirrors.

7

Global Footprint.

We have a network of manufacturing facilities, engineering and design centers, marketing offices,

logistics centers and sourcing hubs across the world to serve our customers globally in geographies

of their presence

IRELAND

UK

GERMANY

CZECH

REPUBLIC

UAE

NETHERLANDS

AUSTRALIAMAURITIUS

SINGAPOREBRAZIL

USA

FRANCE

SPAIN

MEXICO

HUNGARY

CHINA

SOUTH KOREA

JAPAN

SOUTH

AFRICA

ITALYTHAILAND

SLOVAKIA

SRI LANKA

PORTUGAL

Presence in

25 Countries

Over 180facilities

INDIA

2.9

4.6

5.1

5.55.7

FY-12 FY-13 FY-14 FY-15 FY-16

Market leader in India

Strong presence in Europe and America in selected key non-LVend-markets (e.g. off-highway)

Rearview mirrors

Through SMRP B.V.

Note: March fiscal year end1) Based on MSSL audited financials prepared under Indian GAAP and converted into US$ at FX rate INR:US$ as of fiscal year-end date for each respective period

FY12: 50.88, FY13:54.28, FY14:59.89, FY15:62.50, FY16:66.25Source: Company data

MSSL Overview.

Motherson Sumi Systems

Limited (MSSL) the flagship

company of the Samvardhana

Motherson Group.

Established in 1986 in a joint

venture between Samvardhana

Motherson Group and

Sumitomo Wiring Systems

(Japan).

MSSL is a focused, dynamic

and progressive company

providing customers with

innovative and value-added

products, services and

solutions.

The Company is listed at the

stock exchanges in India since

1993

MSSL Background MSSL(1) revenue (USD bn) Overview of business portfolio

Selected customers

Other main businesses

Wiring harness

Interior and exterior modules and parts

Polymer processing and tooling

One of the largest moulded parts, assemblies and modules supplier to the Indian automotive industry

Production sites in India, UAE,Germany, Czech Rep. and S. Africa

8

Creating a more diversified and less risky business.

Geographical risk

• Presence in 25 countries both developed and emerging economies

Manufacturing risk

• Alternate manufacturing options with +180 facilities worldwide

• Standardised operations across all plants enable easy switchover

Customer risk

• Deepening customer bond

• No single customer dependence

Currency risk

• Manufacturing and sales in same currency regions gives natural hedge

• Pass through arrangements for major fluctuations

Technology risk

• Investing in future technologies

Product risk

• Diversified product range

• Increasing content per car

• Product innovation 3CX15

Working on a policy to

balance and grow the

business in such a way

that no

• Single customer

• Single country

• Single component

should constitute more

than 15% of the turnover

3CX15

9

Trusted partner for auto OEMs globally.

10

Trusted partner for auto OEMs globally.

Daimler

Best Performance

AwardPartner for Asia

VW

Partner for

FAST Program

Maruti Suzuki

Overall Excellence Design & Development

GM

Supplier of the yearSupplier Quality

Excellence Award

Toyota

Supplier of the year

Golden AwardZero PPM Award

Hyundai

Best Overall

Performance

11

Trusted partner for auto OEMs globally.

Renault

Nissan

Overall Best QCDM

Performance Awards

Nissan

Supplier Best Practices

Poke Yoke Development

Nissan

Best Quality

Performance Award

Tata Motors

Best Supplier Quality

JCB

Chairman’s Award

Special Citation

of Distinction

Q.C.R.P.M

Supplier

Performance

Caterpillar John Deere

Platinum Level in

Supplier Quality

Excellence Process

Commendable

Performance for

India Business

NAACO / Hyster Yale

Above and beyond

12

Rankings.

SMG ranked 31st

among Global Automotive

Suppliers by Automotive

NewsMSSL ranked No. 1 Auto Ancillary in India

for 6 consecutive

years by Fortune India

MSSL among the

Fab 50 companies

of Asia for 4

consecutive years by

Forbes

13

• SMG Overview

• SMRP BV Overview

• SMRP BV Key Strengths

• SMRP BV Financial Overview

14

15

Revenue: €2.6bnAdj EBITDA: €168m (6.4%)

Revenue: €1.4bn Adj EBITDA: €145m (10.4%)

Revenue: €4.0bn Adj EBITDA: €314m (7.8%)

Note: FY-16 financials1) Assumed exchange rate of INR per US$ of 66.14 as of fiscal year-end date of 31 March 2016 for Revenue and Adjusted EBITDA2) Assumed exchange rate of US$ per EUR of 0.8838 as of fiscal year-end date of 31 March 2016 Source: Company data

With c.76% of MSSL revenues2, SMRP B.V. is the platform for growing SMG’s international portfolio

Wiring Harness and

other businesses

Revenue: USD5.7bn1

Adj EBITDA: USD575m1 (10.0%)

c.76% of

Group’s

revenue

c.24% of

Group’s

revenue

SMRP B.V.’s positioning within SMG.

16

Global Presence.

22,800+ Workforce.

Module

Centers.

Countries.16

47 Manufacturing

Plants.

11

17 Market share source: LMC Automotive, Company data* Represents market share by volume in 2015

Manufacturing footprint

Comprehensive product portfolio Select customers

Low Medium Premium

Commercial Interior mirrors

14 countries

20 manufacturing plants and 2 just-in-sequence logistic centers

9,300+ motivated workforce

Manufacturing plants

24% global market share for exterior mirrors*

SMR division.One of the largest suppliers of rear vision systems for the global OEMs

Revenue and Adjusted EBITDA (€m)

1,0821,238

1,396

FY-14 FY-15 FY-16

9.8% 10.4%%

margin 9.4%

121 145Adj. EBITDA (€m)

101

18

Bumpers

Comprehensive product portfolio Select customers

SMP division.One of the largest suppliers of bumpers, instrument panels and door panels to European automotive OEMs

Door panelsInstrument panels

10% premium market share*

18% premium market share*

27% premium market share*

1,9162,246

2,618

FY-14 FY-15 FY-16

Revenue and Adjusted EBITDA (€m)

5.5% 6.4%%

margin 5.3%

124 168Adj. EBITDA (€m)

102

Manufacturing footprint

9 countries

27 manufacturing plants and 9 “just-in-sequence” logistic centres

~13,400+ motivated workforce

Manufacturing plants

Market share source: LMC Automotive, Company data* Represents market share by volume in 2015

19

• SMG Overview

• SMRP BV Overview

• SMRP BV Key Strengths

• SMRP BV Financial Overview

20

Key strengths.

• Strategic long-standing customer relationships with leading global OEMs

• Well-invested global footprint with close proximity to OEM customers and a focus on emerging markets

• Strong research and development capabilities and a track record of innovation

• High revenue visibility, underpinned by a strong track record of repeat business and diversified Order Book

• Consistent leading position by global market share

2

3

5

4

1

A Global, Diversified, Consistent and Stable business model

North America(a)

South America Asia-Pacific (excl China)

China

SMRP B.V. market share (%) and ranking in exterior mirrors, bumpers,

instrument panels and door panels – FY16

Note: Market share represent fiscal year figures. Market share based on total production by volume in the relevant region for both domestic and export markets

(a) Includes Mexico

(b) Excludes Russia

(c) Premium segment refers to passenger cars with premium brand image, including those produced under the Acura, Audi, BMW, Cadillac, Infinity, Jaguar, Land Rover, Lexus, Lincoln, Mercedes-Benz,

Porsche and Tesla brands, as well as luxury cars, sports cars and selected high-priced vehicles of other brands (typically exceeding €20,000 base price)

Source: LMC Automotive and Company estimates

Leading global position in main product segments, underpinned by ability to provide innovative, highly engineered solutions to customers locally on a global basis with resources to invest in R&D and growth to meet evolving customer requirements

Europe(b)

Exterior mirrors Instrument panels

(‘IP’)

Bumpers Door panels

China –

Premium Market(c)

Europe – Premium Market(c)

24%

39%15%

22% 29%15% 28%16%

58%

● Global leadership: One in

every four passenger cars

has SMRP B.V.’s products

● Market leadership supported

by:

– Leading technologies with

strong design, development

and engineering expertise

– Global footprint

– Proven operating track

record with leading

global OEMs

– R&D giving opportunities for

greater content per vehicle

● Focus on premium segment

– High customer switching cost

(complex products, logistics,

module assembly expertise)

– Leveraging technological know-

how to low/medium segmentsBumpers Instrument Panels Door Panels

Global Market Share (%)

Exterior Mirrors

22%

24%

18% 18%

9%10%

23%

27%

23%

(c) (c) (c)

(c)(c)(c)

21

1 Consistent leading position by global market share

22

Deep customer relationships

By product By region

CustomerMirrors Bumpers Instrument

panelsDoorpanels

Europe Americas Asia

Audi ✔ ✔ ✔ ✔ ✔ ✔ ✔

BMW ✔ ✔ ✔ ✔ ✔ ✔

Ford ✔ ✔ ✔ ✔

GM ✔ ✔ ✔ ✔ ✔ ✔

Hyundai / Kia ✔ ✔ ✔ ✔

JLR ✔ ✔No vehicle

production in Americas

✔

Mercedes ✔ ✔ ✔ ✔ ✔ ✔

Porsche ✔ ✔ ✔ ✔ ✔No vehicle production

No vehicle production

Renault ✔ ✔ ✔ ✔ ✔

Seat ✔ ✔ ✔ ✔No vehicle production

No vehicle production

VW ✔ ✔ ✔ ✔ ✔ ✔ ✔

• Average relationship duration with top seven OEM customers of ~40 years

• Long term collaborative relationships with 14 of the top 15 global OEM groups

• Strong presence in premium segment

Source: Company data

2 Strategic long-standing customer relationships with leading global OEMs

23 Source: Company data

Global footprint with local presence in all major vehicle production regions

● 47 manufacturing facilities1

● 16 countries

● 25 development, project management and sales centers

● 11 logistics centers

● Workforce of 22k+

Expansion Post Acquisition

● Global footprint, aligned withthat of customers

– one of very few players in its segments with global capability

– ability to supply to global platforms locally

● Customer proximity with production sites near OEM assembly plants

– delivery on “Just-in-time" and Just-in-sequence“ basis

– efficient inventory management

– high switching costs for customers

● Modern facilities with high level of automation

● Continued investment in the footprint

– resources to fund new orderswith significant up-front capex

Key figures: No. of plants per countryFY 16 vs FY 12

● Since FY12, the SMG group has set up 8 manufacturing facilities (5 for SMR, and 3 for SMP), with 4 additional facilities currently under construction

SMRP B.V. advantages

1 Inclusive of 4 plants that are currently under construction, and 5 plants that are currently owned through joint ventures

1 2

78

5

71

1

1

1

2

2

1

1

1

1

2

2

2

3

3

3

0

1

4

44

7

2

4

FY12 FY16

Mexico

China

India

Thailand

Brasil

Hungary

Slovakia

UK

Australia

Korea

France

Portugal

Germany

Spain

USA

36

47

Well invested global footprint …3

24

3.7

5.8

0

2

4

6

8

CY 2015 CY 2020

… and a focus on emerging markets3

Breakdown of FY16 capital expenditure by regionLight vehicle production outlook in selected key emerging markets1

Growing presence in key markets for global light vehicle production growth

Fastest growing major production country globally

Emerging markets,

58%Europe,

18%

USA, 13%

Others, 11%

€231m3.4

5.1

-1

1

3

5

7

CY 2015 CY 2020

24.0

30.8

0

10

20

30

40

CY 2015 CY 2020

6.88.7

-1

4

9

14

CY 2015 CY 2020

China Central and Eastern Europe 2

Key growth hub in Americas with strongpipeline of new plant openings by global

OEMs

Accounting for 40% of total global production volume growth in 2015-

20E

Eastern Europe continuing to gain share of total European production due to

lower cost base

India Mexico

Vehicles (m) Vehicles (m)

Vehicles (m) Vehicles (m)

● Commenced production in following Greenfield / Brownfield plants:

– Foshan, China – SMP

– Chongqing, China – SMR

● Greenfield Plants recently completed (SOP3 CY2016 – under ramp up)

– Beijing, China – SMP

– Zitlaltepec, Mexico – SMP

● Greenfield Plants under construction (SOP3 CY2018)

– Kekscemet, Hungary – SMP

– Tuscaloosa, Alabama – SMP

Recent investments in expansion in key growth markets

Notes:1. Source: LMC data2. Does not include Russia and Commonwealth of Independent States 3. SOP: Start of Production

25

Light transmissive metal coatings

Environment-friendly and highly

durable chrome

Automotive Innovation Advanced Materials and Surfaces

Translucent metal surfaces for integration of light for night branding

Surround view monitors which combine enhanced visibility with intelligent assistance features

Noise-less actuator solutions based on memory-shape alloy technology

Suitable for multiple market

segments

Intelligent Electronic Mirrors

Specialized high-performance cameras and expertise for package solutions

Highest quality displays for best visibility and augmented information

Integrated intelligence for object detection and lane recognition

Display integration by interior specialist SMP

Digital cockpits with integrated vision system monitors and augmented information

• Increasing R&D focus on likely disruptive trend towards autonomous driving

• Solutions for enhanced safety, ergonomics, performance, aesthetics

• New, proprietary digital image processing technology underpinning introduction of new high value solutions

• Intelligent Electronic Mirrors (Currently being legalized in many countries)

• New generation camera system • Advanced driver assistance features

• R&D focus of the group is driven by our shareholders with SMIL acting as an incubator of ideas with close to 1000 patents

Motherson Innovations

4 Proven R&D capabilities and a track record of innovation

26

28%

5%

14%10%

8%

8%

5%

5%

4%2%

2%9%

Audi26%

Daimler8%

VW12%

Seat9%

Hyundai/Kia8%

BMW9%

Porsche5%

Renault /Nissan5%

Ford5%

GM3%

JLR2%

Others 8%

High revenue visibility, underpinned by a strong track record of repeat business and diversified Order Book

289

FY12 FY16 FY17E

• New Orders worth Euro 8.8 Billionduring FY16 (including Daimlerorder)

• High revenue visibility via long-termagreements of at least 5 years

• High repeat business based on OEMrelationship, collaborative R&D andfootprint in customer proximity andprior operating track record

Customer diversification and geographical split

Improving diversification of revenue base

Growing order book1 (€bn)

7.7

10.8

13.5

FY-14 FY-15 FY-16

Tho

usa

nd

s

No. of vehicle model programs supplied

• >600 vehicle model programs withlimited dependence on individualorders

• Order book well diversified acrosscustomers and geography with:

• Increasing proportion of salesoutside of Europe, supportedby new plant openings in Americasand Asia through 2016

• Continue to improve customerdiversification

1Orderbook: expected sales that are expected to be recorded for vehicle programs that we have been awarded by OEMs but which are not yet in production

>600>650

Note: March fiscal year endSource: Company data and estimates

FY 16

5

Germany38%

Spain18%

UK4%

Rest of Europe

12%

Brazil2%

America (Excl Brasil)10%

China6%

APAC (Excl China)10%

FY 15

FY 16

27

• SMG Overview

• SMRP BV Overview

• SMRP BV Key Strengths

• SMRP BV Financial Overview

28

Adjusted EBITDA (€m)

1,082 1,238 1,396

1,9162,246

2,618

2,9973,484

4,013

FY-14 FY-15 FY-16SMR SMP

Revenue (€m)

16.2% 15.2%% growth

101 121 145

102124

168204

245

314

FY-14 FY-15 FY-16SMR SMP

7.0% 7.8%% margin 6.8%

• Revenue growth mainly driven by:

– New orders won

– Ramp-up of new plants in Germany and full year contribution from SMIA acquisition post consolidation

– Strong market demand in USA, Mexico, Germany & Spain

• Strong order book of €13.5bn provides high top-line visibility. Healthy mix of repeat business and penetration into new geographies enhances resilience of the underlying business

• EBITDA and margin growth mainly driven by:

– Revenue increase

– Improved manufacturing efficiencies

– Improved product mix

Track record of profitable growth.

29

Revenue & EBITDA.

For the quarter ended June 30, 2016

SMRP BV. +11% +13% +7%

+24% +34% +11%

Revenue.

Adjusted EBITDA %

to Revenue.

SMP. SMR.

-

200.0

400.0

600.0

800.0

1,000.0

1,200.0

Q1 15-16 Q1 16-17

1,0

01

.8

1,1

10

.1

€M

io

-

150.0

300.0

450.0

600.0

750.0

Q1 15-16 Q1 16-17

65

2.1

73

7.0

€M

io -

100.0

200.0

300.0

400.0

Q1 15-16 Q1 16-17

35

0.1

37

3.7

€M

io -

25.0

50.0

75.0

100.0

Q1 15-16 Q1 16-17

67

.5 8

3.6

€M

io

6.7%

7.5%

-

10.0

20.0

30.0

40.0

50.0

Q1 15-16 Q1 16-17

37

.9

50

.7

€M

io

5.8%

6.9%

-

10.0

20.0

30.0

40.0

Q1 15-16 Q1 16-17

29

.6

32

.9

€M

io

8.5%

8.8%

30

Hungary25%

USA24%

Germany 18%

Mexico17%

China4%

Spain3%

Others9%

Expenditure on new facilities/expansion – €117.6 million (approx. 72%)

Q1 FY 17.

€47 Million

60%

Growth Capex

€28 Million

Hungary12%

USA13%

Germany 14%

Mexico40%

China6%

Spain4%

Others11%

FY 16.

€231 Million

67%

Growth Capex

€155 Million

For Fiscal year ended March 31, 2016 For three months ended June 30, 2016

Capital expenditure.

31

Cash & Debt Status.

Cash.

Net debt & leverage.

Gross debt.

30.06.15 31.03.16 30.06.16

RCF 1 11.3 58.0 2.9

Finance Lease 15.3 13.4 12.3

Working Capital 21.6 26.7 26.8

Term Loan 13.9 10.7 9.9

HY Bond 584.2 585.7 852.2

-

100

200

300

400

500

600

700

800

900

1,000

€M

illio

ns

904.0

694.5 646.3

168.6 192.5

336.8

30.06.15 31.03.16 30.06.16

€M

illio

n

477.7 502.0 567.3

2.0 1.8 1.9

30.06.15 31.03.16 30.06.16

€M

illio

n

Key Highlights Q1 FY 17

• Issued USD 300 Mn 4.875% Senior Secured Notes (due 2021)

• Issued USD 100 Mn additional Senior Secured Notes in August 2016 as

tap to above issue at effective yield of approx. 4.4%

• Increased liquidity and funds to capitalise on growth opportunity

32

Available Liquidity.

Leverage Ratio.

€ in MillionsSanctioned

Limit

Utilised as at

June 30, 2016

Liquidity

Available

RCF 1 (including Ancilary facility) 250.0 2.9 247.1

RCF 2 50.0 - 50.0

RCF 3 100.0 - 100.0

Cash and Cash Equivalent 336.8

Total Liquidity Available 733.9

Key Ratios# AllowedStatus As at

June 30, 2016

Status As at

June 30, 2015

Gross Leverage Ratio: Indenture 3.50x 3.0x 2.7x

Net Leverage Ratio : RCF 3.25x 1.9x 2.0x

# Computed as per definitions given in Indeture & RCF agreements

Liquidity Status.As at June 30, 2016

33

360 degrees value creation.

Proudto bepart of.

Customerssuccess.

Investorvalue.

Employeelives.

Partnercollaborations.

Communitystrength.

34

Safe Harbour

Financial information for three months ended June 30, 2016 are taken from unaudited

interim condensed financial statements and for twelve months ended March 31, 2016

are taken from audited consolidated financial statements and financial information for

the twelve month ended March 31, 2014 are taken from the audited combined financial

statements as presented in the offering memorandum dated June 08, 2016 published by

the company while offering $300 Million Senior Secured Notes in June 2016.

This presentation is strictly confidential and may not be copied, published, distributed or

transmitted. The information in this presentation is being provided by Samvardhana

Motherson Automotive Systems Group BV (the “Company”).

Any reference in this presentation to “Samvardhana Motherson Automotive Systems

Group BV ” shall mean, collectively, the Company and its subsidiaries.

This presentation has been prepared for informational purposes only. This presentation

does not constitute a prospectus, offering circular or offering memorandum and is not an

offer or invitation to buy or sell any securities, nor shall part, or all, of this presentation

form the basis of, or be relied on in connection with, any contract or investment decision

in relation to any securities.

By attending this presentation you acknowledge that you will be solely responsible for

your own assessment of the market and the market position of the Company and that

you will conduct your own analysis and be solely responsible for forming your own view

of the potential future performance of the business of the Company. In making an

investment decision, investors must rely upon their own examination of the Company

and the financial information.

© Samvardhana Motherson Group

All rights reserved by Samvardhana Motherson Group and/or its affiliated companies. Any commercial use hereof, especially any transfer and/or copying hereof, is prohibited without the

prior written consent of Samvardhana Motherson Group and/or its affiliated companies. In case of transfer of information containing Know-how for which copyright or any other intellectual

property right protection may be afforded, Samvardhana Motherson Group and/or its affiliated companies reserve all rights to any such grant of copyright protection and/or grant of

intellectual property right protection.