Corporate Presentation May 2019 Varroc is the 2nd Largest Indian Auto Component Group1 with a Global Footprint

 Founded in 1988 in , by the Jain family

 Successful listing on the Indian Stock Exchanges in July 2018 Leading Two primary business lines: tier-1 manufacturer and supplier to 1. Varroc Lighting Systems (“VLS”): global supplier of exterior lighting the Indian 2W and 3W OEMs(4) 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 6th  Strong, long-lasting, growing customer relationships with Largest(2), fastest growing among marquee auto OEMs globally and in India top six global exterior auto lighting  Well-diversified global auto component business across geographies, products and customers suppliers

 Low cost, strategically located global footprint  41 Operating plus 2 Upcoming Manufacturing Facilities and 16 R&D Centres across 5 continents

 In-house R&D capabilities in India, , (5), USA, INR 120 bn Mexico, , , and FY19 revenue(3)  ~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)

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 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. Confidential Our Journey

Development of JV with Plastic Electronic Fuel- Omnium, Acquired Investment in Injection Visteon’s global manufacturing facilities Technology for PV lighting in Brazil and Morocco 2W in India Acquired Forging business company, IMES, Italy, Acquired auto Acquired PV accessories Lighting manufacturer business in

Team Concepts (India) Turkey

2007

2012

2017

1990

2018 2019

Polymer Varroc Engineering Limited Inauguration of

2011 2014 Business 2005 listed on Indian Stock manufacturing facility Indices (BSE & NSE) PE Investments by in Morocco Omega TC Holdings 2W and 3W Acquired and Tata Capital Inauguration of Expansion of catalytic Tri.o.m (Italy), manufacturing facility in manufacturing facility converters - 2W lighting Acquired 50% in Brazil and Halol (India) in Czech Republic Varroc TYC Corporation (China)

Note: (1) Now part of VLS. Vision, Mission & Values

Vision Values To be an INR 200 billion supplier of innovative solutions for Our core values serve as a common identity for every employee in transportation and allied industry in 2020 the organization. These values have been ingrained in Varroc since • Core business sectors will be exterior lighting and two wheeler our inception and have stood the test of time. Our principles have mobility helped us thrive in the global competitive market. • Be a partner of choice for vision, mobility and emission technologies • Be the fastest growing player in our core sectors

Mission Bring 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 Business Overview

METALLIC POLYMER ELECTRICAL - ELECTRONICS LIGHTING

• Engine valves • Air Filter Assembly • 2W lighting • Head Lamps • Transmission gears • Seating Assembly • Digital clusters • Rear Lamps • Crank pins, Links • Interiors • Motors, Magnetos • CHMSL • Connecting Rods • Painted plastic exterior • Regulator & Rectifiers • Fog Lamps • Crankshafts products • Body switches, CDI, • Mirror assembly • Catalytic Converters • Integral Skin 11 Facilities – India (8)#, Italy, 10 Facilities – Czechia (2), 7 Facilities – India (5)#, Italy (2) 15 Facilities – India# Romania, China (2), Turkey (2), Mexico, 1 upcoming facility - India India, Brazil & Morocco • Offers precision forged & • One of the largest polymer • Comprehensive solutions in • Leading global supplier of machined parts for engines solution providers to all electrical-electronics exterior automotive lighting and transmissions major auto OEMs with a components, assemblies for systems for PV • Supplies engines valves in pan-India presence automotive applications. • 8000+ employees domestic and international • High end lighting systems for markets • 1600+ employees the global 2W industry • 1600+ employees • 1500+ employees

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

#Pantnagar facility caters to all 3 verticals of India business. Well Diversified Auto Component Business Across Geographies, Product Groups, Customers and Segments

Confidential Varroc Leaders

 Experienced management team  Independent directors with experience across industries & practices Tarang Jain*^  Strong governance: Big-4 statutory and internal auditors; independent board

Managing Director committees Founder & MD

Ashwani Maheshwari

CEOs Stephane Vedie CEO – India Business President and CEO – VLS President – Metallic Division

D S Sethumadavan Arjun Jain* Business Head – Polymer T. R. Srinivasan President – Electrical Division Business Group Chief Financial Officer

Puneet Chandhok Kavita Kulkarni Sumeet Tandon Chief Supply Chain Officer Business & Functional & Business Heads Chief Human Resource Officer Chief Market Development Officer

Note: * denotes member of Promoter Group. ^ denotes member of Board of Directors. Low Cost, Strategically Located Global Manufacturing Footprint 41 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 26 Manufacturing Plants and 5 R&D Centers across India

Corporate Headquarters Manufacturing plant

Czech Uttarakhand R&D Centre Republic (1) Romania Haryana (1)

Bulgaria China Morocco Italy NCR (1) India Rajasthan Mexico India Vietnam (1)

Gujarat Madhya Pradesh (2) (1) Brazil

Maharashtra Corporate Headquarters (15) VLS Headquarters Manufacturing plant Technical / Sales Center

R&D Centre Karnataka (2)

Manufacturing and R&D Proximity to OEMs leading to cost Pan-India presence enabling Tamil Nadu centers spread across low- effectiveness and quicker turn- proximity to customers across key (1) cost countries around times automotive hubs

* VLS - Varroc Lighting Systems Confidential Product Portfolio & Capabilities Across Segments

Broad Portfolio of Lighting Technologies for PV OEMs Globally Comprehensive Solution Provider to 2 Wheeler OEMs in India

Headlamps

Xenon LED Matrix

Rear Lamps

LED

Other Lights

Electronics

Headlamp Control LED Module Projector Modules

 Products including headlamps, rear lamps, fog lamps  Wide range of products across polymer, electrical and metallic and center high mount stop lamps segments  Established presence in key emerging technologies  One-stop shop for customers enabling cross-selling such as LED, Laser, Matrix, OLED

End to end capabilities across design, R&D/Engineering, testing/validation, tooling, manufacturing and delivery Global Business: Key Strengths

Robust Revenue Growth with Improving Margins Strong Competitive Position in a Growing Market  Revenue growth driven by new customer wins and increasing business Segment with existing customers  Exterior lighting market growth outpacing PV volume growth  Improved operational efficiencies resulting in better margins  Fastest growing global lighting player amongst top six players(1) 6 1

Robust in-house Technology, Innovation Long Standing, Growing Customer & R&D Capabilities Relationships  Nimbleness, flexibility and cost consciousness enables  Strong long-standing relationships with marquee OEMs across developing products with shorter turn-around time and at 5 2 high-end and mass market segments competitive prices  Expansion of business with key customers (Jaguar Land Rover,  Well-positioned to benefit from key trends such as FCA and others) electrification, shared mobility and emission reduction

Global Low-cost Manufacturing and R&D Wide Range of Product and Technology Footprint 4 3 Offerings  Strategically-located manufacturing and R&D centers in low  Diversified product portfolio covering a wide range of technologies cost locations  Cost effective, cutting edge technology products to premium and  Footprint covers major PV markets mass market PV OEMs Global Business: Key Strengths

Continuous Focus on R&D Capabilities and Enhancing India is one of the largest and fast growing 2W market(1) Product Portfolio  Growth driven by rising per capita income and increasing 2W penetration  Developing proprietary products with continuous focus on innovative,  One of the largest Indian 2W component suppliers with diversified cost competitive designs product segments  Well-positioned to benefit from key trends such as digitalization, urbanization and increased use of electronics 5 1

Increasing Product Penetration with Pan-India Footprint Servicing the Customers Key Auto Hubs  Increasing penetration with major OEMs (Hero,  Pan-India presence enabling proximity to customers Varroc Honda) India Business 2  Plants located in all major auto hubs 4  Supplier to 2W OEMs - covering ~85% of total domestic 2W sales

3

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 Product Portfolio Enhancement

Additions to Product Portfolio Over the Years

•Polymer Products  Proprietary products • Electrical Products with continuous focus •Metallic Products on innovative, cost competitive designs 2018 2017 • Electronic  Continuous focus on • LED HL Fuel R&D and product Injection 2016 development 2010-2015 • Paper filter elements  New technology tie ups 2000-2010 • Catalytic • 6-cylinder converters for development of crankshaft 1990-2000 • Seats • Lighting • Transmission catalytic converter and • Air Filters • Magneto Assembly electronic fuel injection • Plastic fan • Painted Parts • Starter Motor • Expanded and shroud • Interior Molded • LED TL Forging systems • Molded body Parts Business in parts • Mirrors Europe  GoI’s DSIR approved • Engine Valves R&D centers

 450+ engineers located in 5 R&D centers Select Engine Valves LED TL Digital clusters Offerings

Paper filter elements LED HL Technology, Innovation & R&D Capabilities

Select Case Studies Validating Strong R&D Capabilities

 Most R&D facilities located in low-cost geographies Customer British Luxury Car Maker British Premium Car Maker

 Focus on providing sophisticated technology solutions in a cost Product Matrix Headlamp Cross-Carline Matrix / LASER Modules effective way

Products for a next generation, popular luxury car Products for latest SUV models Develop a headlamp with full matrix capability and top  Global leader in rear / signal Objective Utilize common modules to deliver leading edge matrix end performance, combined with innovative “lit crystal lighting technology and LASER technology bezel”

 Established presence in key VLS’ Solution based approach driven through innovative ideas and operational efficiency emerging technologies (i.e. LED) and broad portfolio of headlamp  ~900 engineers located in 9 R&D centers, which are located in the Czech Republic, India, technologies (Matrix LED and Laser) China, Mexico, Germany and USA; also established a new R&D facility in Poland which started operations in 2018  Nimbleness and flexibility  184 patents as of December 31, 2017 enables developing customized products with shorter turn- around time Focus R&D efforts on designing and developing products and technology solutions that are capable of being adopted by customers across large product platforms  Strategic focus on R&D spending Technology, Innovation & R&D Capabilities

Euro V / BS-VI emission norms implemented by Reduction in cost of computing power and EFI India along with the rest of the world will make requirement make “smarter” products viable Increased Use Stricter Electronic Fuel Injection (EFI) necessary on all of Electronics Environmental vehicles Regulation

As the composition of the vehicle changes, Market technology evolution will make the ability to achieve reliability & fuel stronger connection with end customers efficiency will still be prime differentiators Sustainability, viable and provide opportunities around the Reliability & Digitization same Efficiency & IoT

City traffic congestion has made 2W, and particularly scooters, a viable commuting option Urbanization

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 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, , 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 FOUR WHEELERS COMMERCIAL VEHICLES 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.”