Varroc Limited Corporate Presentation March 2021 Disclaimer

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• Founded in 1988 in , India 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 systems the Indian 2W and 3W OEMs(5) to passenger car OEMs

2. Varroc India Business: manufacturer and supplier of a diverse range of Polymer, Electrical and Metallic components to 2W, 3W and 4W OEMs. 6th Largest(1), fastest growing among top • Strong, long-lasting, growing customer relationships with marquee auto OEMs globally and in India global exterior auto lighting suppliers • Well-diversified global auto component business across geographies, products and customers 2nd • Low cost, strategically located, global footprint largest Indian auto component • 44 Manufacturing Facilities and 15 R&D Centres across 5 continents (4) company(5)

• In-house R&D capabilities in India, , (3), USA, Mexico, , , and INR 120bn FY19 revenue(2) • ~1,106 R&D engineers(4); 161 patents granted globally; 182 patents applied(4) INR 111bn FY20 revenue(2) • Experienced management team supported by reputed Board • ~13,420 employees across the globe(4) INR 77bn 9MFY21 revenue(2)

Note: (1) Based on Yole Report – By revenue published in 2020. For passenger vehicles. (2) Excluding China (3) Activities in China are through a 50% joint venture with Beste Motor Co. Ltd. (4) As of December 31, 2020. Excluding JVs.(5) Based on CRISIL report; Excludes TVS Motors revenues for Sundaram Clayton 4 Geared up to Drive Profitable Growth in the Medium Term

Global, low cost, strategically located manufacturing footprint in place to capture 01 growth opportunities

02 Significant capacity added in the last 3 years to support rapid revenue growth

Product portfolio enhanced to capture the emerging trends in EV transition, 03 change in emission norms and integration of lighting with electronics

Strong In-house Technology, Innovation & R&D Capabilities created in India and 04 VLS to support growth plans

Continuous drive to improve wallet share with customers to further diversify 05 customer base and drive growth

Short term focus in VLS to improve margins through improving operational 06 efficiencies and better capacity utilization

5 1 Low Cost, Strategically Located Global Manufacturing Footprint

44(1) Manufacturing Facilities and 15(1) R&D Centers Across Asia, Europe, Africa, North and South America

26 Indian Manufacturing Facilities Co-location with customers ensures cost effectiveness and efficient delivery Poland Czech Manufacturing facilities supported by Republic 4 R&D centers Romania Turkey India Business China Bulgaria Morocco Italy Uttarakhand India Haryana (1) Mexico India (1) NCR (1)

Gujarat MP (2) (1) Brazil (16)

Corporate Headquarters Karnataka (2) VLS Headquarters Tamil Nadu (2) Manufacturing plant 18 Global Manufacturing Facilities across 12 countries (incl. 2 in India) optimizing R&D Centre production and distribution for VLS and IMES Business supported by 11 R&D centers

Manufacturing and R&D capabilities spread Proximity to OEMs leading to cost One of the few players to have pan-India across low cost countries effectiveness and quicker turn-around times presence servicing multiple OEMs

Note: (1) As of December 2020 6 2 Significant Capacity Added in the Last 3 years to Support Rapid Revenue Growth

Varroc underwent significant capex ….which coincided with a sharp As the capex cycle is completed, the cycle over the past 2 years… slowdown in global auto industry1… company has shifted its focus to debt reduction2 • Varroc’s high capex (INR bn) (mn units) (INR bn) 69 71 69 over FY18-20 was 65 34.1 57 30.6 primarily a result of 9.1% 27.3 8.8% 24.7 VLS setting up 3 new 10.9 9.8 plants, on the back of 5.6% 5.9% 3.6% global order wins 5.8 4.5 -2.9% -6.3% • Global PV industry -12.0% expected to grow at 15% in 2022 FY18 FY19 FY20 9MFY21 2016 2017 2018 2019 2020 Mar-20 Jun-20 Sep-20 Dec-20 Capex Capex as % of sales Global PV Vehicles Market YoY Growth

Details of Key Capex Programs • Set up new MOROCCO POLAND manufacturing plants in Morocco, Poland, Commencement of Operations Q4 FY19 Q2 FY20 India, Brazil and new line in Czech Republic Revenue Revenue run rate of €4.97 mn per month in Q3 FY21 Revenue run rate of €4.87 mn per month in Q3 FY21 • Covid-19 related disruption and supply

Capex Incurred till Dec-2020 €46.7 mn €13.9 mn chain bottlenecks have delayed ramp-up at these new facilities Balance Capex Balance capex is related to orders realized/ to be realized Balance capex is related to orders realized/ to be realized

Note: (1) As per Yole Report - Global Passenger Vehicle Volumes; (2) Net debt = Current borrowings (including current maturities of long term borrowings) + Non Current borrowings – Cash and cash equivalents 7 3 Capturing the Ongoing Trends – EV Transition and Changes in Emission Norms

Ongoing Trends in India • Recently entered high growth 2W EV market: BSVI Transition: Transition to Electric Vehicles 72-74% CAGR over FY21E- Increasing content per vehicle FY26P(1) • Varroc has developed 48V EFI system presents Traction motors convert electrical electronics hardware that energy into mechanical energy. Expected to replace ICE PMSM traction motor; won can be used to integrate Controller is the device that engines as EV transition order from one of the multiple product lines. controls application of traction continues leading 2W OEMs in India Traction Motor & Controller (1) motor power We also manufacture • Varroc made acquisition of Electronic fuel 60-70% imports; policy ECU and An electronic system that CarIQ and entered into injections (EFI) & E-Carburetor for some of initiatives to support local manages a rechargeable battery suppliers. exclusive manufacturing tie- Other products the key OEMs in India to ensure it operates safely and Realizations to increase as ups to capture the Battery Management with efficiency System (BMS) (1) complexity increases opportunities Policy support(1): Capability to address the full Data in the cloud can be further analyzed to provide meaningful • FAME II amendments & Transitioned all existing system in terms electronics conclusion to end user & OEMs Magneto products to BS hardware which can access data PMP Scheme – subsidy only Capable of creating multiple VI from the vehicle, filter, asses and for local production and use cases to enhance safety send to cloud or display devices. higher warranty Magneto Telematics (1) and comfort of the end user • PLI (Production Linked Non-isolated topology – Incentive) scheme for suitable solution for low Part of power electronics eligible players Transitioned all existing voltage EV systems like 2Wh (1) & 3Wh Speedometer products to DC-DC Converter • 15% import duty on traction BS VI On board chargers are chargers motors from Apr-2021 to In the current scenario AC/DC placed in the vehicle, and they can deter imports Speedometers fast charging is only feasible be supplied by both DC/AC or with on board chargers. On-Board Chargers (1) single phase/ three phase power

Note: (1) As per CRISIL Report; Product developed, orders received, production to commence based on customer requirements 8 3 Capturing the Ongoing Trends – EV Transition in India

EV adoption to Growing Demand for Government policies (FAME II Production Linked witness a steady electric 2W and 3W incentives for lithium battery electric Incentive Scheme for • Varroc has recently rise (increasing penetration) vehicles + Phased Manufacturing Plan) automobile industry entered high growth 2W/3W EV component 2W market expected to grow at ~11% CAGR, 3W market expected to grow at ~13% CAGR, 2W EV market at ~72% CAGR over FY21E- FY26P(1) 3W EV market at ~83% CAGR over FY21E – FY26P(1) market EV Penetration % 0.9% 1.6% 3.0% 5.0% 7.7% 8.1% 1.7% 2.6% 7.1% 9.9% 12.4% 18.4% (mn units) 30 (‘000 units) 1,029 1,080 1,127 • For the mentioned EV 26 29 960 21 24 781 components, market size Rising EV 18 602 penetration in is expected to be 207 2W and 3W 134 ~INR 25.5 bn by FY26P 0.2 0.3 0.7 1.3 2.2 2.5 10 20 68 102 under base scenario and

~INR 39.7 bn in an

FY21E FY22P FY23P FY24P FY25P FY26P

FY22P FY23P FY24P FY25P FY26P FY21E optimistic scenario1 Electrical Vehicles Total Vehicles EV Penetration

Traction Motor Battery Management Traction Motor(1) DC-DC Converter(1) On-board chargers1) Controller(1) System (BMS) (1)

(INR bn) (INR bn) (INR bn) (INR bn) (INR bn) 9.6 14.0 9.1 2.7 4.3 2.3 2W EV 10.2 components to 6.3 5.4 experience 1.2 5.4 3.0 significant 3.0 1.3 1.3 0.3 0.5 growth in the 0.4 0.8 0.6 0.3 0.7 0.2 0.04 0.1

coming years

Case I Case I Case I Case I Case I Case

FY24P FY24P FY21E FY22P FY26P FY21E FY22P FY24P FY26P FY21E FY22P FY26P FY21E FY22P FY24P FY26P FY21E FY22P FY24P FY26P

FY26P FY26P FY26P FY26P FY26P

Case II Case Case II Case II Case II Case II Case Volume (Mn Units) ~0.14 2.3-2.4 ~0.14 2.3-2.4 ~0.10 2.0-2.1 ~0.14 2.3-2.4 NA 0.19-0.2

Note: (1) As per CRISIL Report 9 3 Capturing the Ongoing Trends – Increasing LED Penetration in PV Lighting Globally

Exterior lighting market for passenger vehicles is expected to grow at a CAGR of 6.5% globally between 2020 and 2026 in terms of revenue, outpacing the CAGR of 5.8% in the overall market for passenger vehicles for the same period(1) (USD bn)

18.5 18.8 16.9 18.4 21.6 23.4 24.1 24.4 24.7 6.5% • Exterior lighting market is 1.3 4.5% expected to outgrow the 1.3 1.3 1.3 1.2 growth of PV industry 1.2 1.1 1.1 1.0 • Headlamp market is the 17.8 18.5 18.7 18.9 7.1% 16.4 fastest growing market, 13.8 14.0 12.6 13.9 compared to other lamps 6.5% types, with a CAGR of 7.1% 3.5 3.6 3.5 4.0 4.2 4.3 4.3 4.4 3.3 between 2020 and 2026(1) 2018 2019 2020 2021 2022 2023 2024 2025 2026 CAGR • LEDs are rapidly gaining Rear Lamps Headlamps Others 2020-2026 popularity as their cost decreases and efficiency, Head Lamps – LED penetration rate(1) Rear Lamps – LED penetration rate(1) Other Lamps – LED penetration rate(1) luminance, and package size improves

28% • VLS brings to the market new 50% technologies such as 66% 69% 79% 74% 81% Surface LED, 3D lighting, 88% 90% 89% 96% 97% 98% 96% 99% Adaptive Front Lighting 72% Systems, Matrix LED and 50% Laser, which are high growth 34% 31% 4% 3% 26% 21% 2% 19% products(1) 12% 10% 11% 4% 1% 2018 2020 2022 2024 2026 2018 2020 2022 2024 2026 2018 2020 2022 2024 2026 Halogen+Xenon LED Halogen LED Halogen LED

Note: (1) As per Yole Report 10 4 Strong In-house Technology, Innovation & R&D Capabilities

R&D efforts are directed towards ongoing trends

Stricter Increased Use Sustainability, Environmental Digitalization & of Electronics Electrification Autonomous Connectivity Reliability & Regulation Driving IoT Efficiency

R&D Spend as % of Revenue (incl. China JV share) Most Engineers Located in Low-cost Geographies

R&D 4.5 5.8 5.7 3.6 5 64 (INR bn) 4.9% 37 4.6% 64 Czech Republic India 4.1% 4.4% 1,106 455 Engineers Globally Mexico USA (Dec-20) 481 Poland Others FY18 FY19 FY20 9MFY21

India R&D focus has been on offering enhanced product portfolio VLS R&D focus is on providing cost effective solutions to OEMS

• Proprietary products with continuous focus on innovative, cost competitive designs. • Focus on designing and developing products and technology solutions that are capable of being adopted by our customers across large product platforms • Seeks to capitalize on industry trends, including in particular moves towards emission reduction, autonomous driving, electrification, shared mobility and • Cutting edge technology providing safety and comfort like Matrix LED, by equipping connectivity high end segment and mass market segment • New technology tie ups for development of catalytic converter and electronic fuel • Portfolio of lighting technologies – including Halogen, Xenon/high-intensity discharge, injection systems LED, Matrix LED, high-definition MEMS and DMD, Surface LED and OLED module, Flex LED and LED pixel headlamp • GoI’s DSIR approved R&D centers • Significant investment in high definition light systems (Micro LED), new lighting systems to improve safety and communication

11 4 Strong In-house Technology, Innovation & R&D Capabilities: Product portfolio representing technological capabilities

Product portfolio representing technological capabilities: Efficiency & Safety & Style & Communication Cost Comfort Personalization • Energy efficiency ̶ C02 emission and power consumption reduction • Style and personalization ̶ Larger lit surface at front and at back side ̶ Seamless Light integration in bumper • Comfort and Safety ̶ Maximum lighting with minimum impairment for others drivers Low Cost LED Bi-functional Module + Surface LED Signal Projection ̶ Identification Of Vulnerable Road User ADB11 Segment • Communication ̶ Emergence of AV ̶ Communication clearly vehicle intention

Varroc technology development focus on:

Efficient LED Affordable ADB Dark Lamp HD Pixel Projecting • Short term return on investment Opti-ADB • Affordable technology to mass market • Mid term technology exploration with selected premium OEM and partners ̶ OLED ̶ Laser Diode and Other light sources ̶ Lit Logo Bi-functional Module HD Pixel Projecting Low Profile Projector ̶ Manufacturing technology Opti Comfort Light

12 5 Continuous Drive to Diversify Customer Base

Successfully diversified the customer base(1) Key drivers for diversification of VLS customer base

FY18 9M FY21 • Stronger focus on winning businesses from large global OEMs

Customer A (Example: Customer F increasing its share to invoiced revenue from 9.7% 8.6% in FY18 to 22.1% in 9M FY21) 18.6% Customer B 8.6% 27.2% 23.7% VLS (Global Customer C • Expanded geographical presence helping in winning global programs Lighting Invoiced Invoiced Value: Business) 10.4% Value: 13.5% Customer D • Re-wins encouraging and testimony to trust from strategic INR 60.7 bn INR 50.7bn customers. (Example: Customer A continues to be strong albeit 9.5% Customer E 20.0% 22.1% 9.5% lower share of revenue vs FY18) 6.5% Customer F 14.5% 6.1% Others • Considered a preferred supplier for EV programs and LED lamps which are becoming mainstream

Customer share of invoiced amount by customer in India(1) Expanding customer base in India

FY18 9M FY21 • New products (EV, BSVI products) and technology advantage Bajaj helping us penetrate more customers. Honda 23.9% 27.4% • All major 2W OEMs in India are now customers to Varroc in a India Royal Enfield Invoiced Invoiced meaningful way. Our geographical footprints and diverse product Business 0.1% 2.8% Value: 50.4% Value: 52.5% Yamaha offering helps us gain share with major OEMs with a lot ease 5.6% INR 36.8bn 2.2% INR 24.6 bn 2.6% Customer G 6.7% 3.0% • Passenger Vehicle OEMs in India have become a sizable portion of 10.7% 5.1% Customer H 7.2% our polymer business; our capabilities are that of a Full-Service Others Supplier (FSS)

Note: (1) Total Revenue break-up in Euro excl VTYC; Customer A is an American multinational car manufacturer, Customer B is a large British car manufacturer, Customer C is an American electric car manufacturer, Customer D is an international automotive manufacturer, customer E is a large European car manufacturer, Customer F is a global automotive manufacturer headquartered in Europe, Customer G is an Indian OEM focused across vehicle categories 4W, 2W & tractors and Customer H is a global OEM headquartered in Europe 13 5 VLS is the 6th Largest; Gained Market Share over last 4 Years(1)

VLS is the 6th largest exterior lighting player globally; improved its global PV lighting market share by 130 bps between 2016 and 2020

2016 2020 Estimated Revenue for Tier 1 Exterior Lighting Players(1)

USD mn 2016 2020 Koito 4,933 4,273 • Automotive exterior 16.2% 20.5% lighting market of US$ 27.6% 25.3% Marelli AL 2,977 2,356 4.3% 16.9 Bn in 2020; expected Market Share US$ 5.6% US$ Valeo 2,241 2,160 to grow at 6.5% CAGR (1) 10.5% 17.8 bn 16.9 bn Expansion Stanley 2,180 1,993 (2020-2026) 10.1% 13.9% 12.2% 16.7% Hella 1,878 1,705 12.5% 11.8% 12.8% • Lighting is a fast growing Varroc 762 943 product segment due to Others 2,901 3,466 increasing lighting content per car(1) Drivers for market share expansion • Concentrated market – • Expanding global manufacturing footprint top 6 players account for ~80% of over-all market(1) • Gaining momentum with mass market global OEMs

• Providing cost effective, cutting edge technology to both premium and mass market PV OEMs

• Increase in realization per lamp as a result of adoption of LED technology

Note: (1) Based on Yole Report 14 #2 Appendix Well Diversified Business Across Geographies, Product Groups, Customers and Segments

9MFY21 Consolidated Revenue(1): INR 76.8 bn

Revenue Split by Geography Revenue Split by Vehicle Type

Europe • Diversified business in 2%1% 2% Passenger 13% Vehicles developed and India emerging markets with 30% strong India presence North America 2W/3W 53%

31% Asia Pacific 68% • Comprehensive range of Others engine agnostic products Others

(2) Consolidated Revenue Split by Customer Revenue Split by Segment • Diversified customer base; Bajaj Lighting no customer has >20% 5% share 17% Customer A 5% Polymer 33% Customer B 10% Customer C 12% Electrical & • Presence in fast growing Customer D 12% Electronics India 2W and Global PV 9% Customer E 67% Metallic lighting segments 15% 6% Customer F 4%4% Others Others

Note: (1) Excluding China; Activities in China are through a 50% joint venture with Beste Motor Co. Ltd.; 2) Customer A is an American multinational car manufacturer, Customer B is a large British car manufacturer, Customer C is an American electric car manufacturer, Customer D is an international automotive manufacturer, customer E is a large European car manufacturer and Customer F is a global automotive manufacturer headquartered in Europe. 16 Global Business with Diversified Product Lines

VLS Varroc’s India Business Other

PV & Global 2W/ Small Lighting Polymer Electrical & Electronics Metallic IMES

• Offers complete solutions in • Supplies precision forged & machined • Manufactures hot • Offers polymer solution providers • Global supplier of exterior lighting electrical-electronics components, parts for engines and transmissions steel forged parts for Description to the 2W OEMs with a Pan-India systems for passenger car OEMs assemblies for automotive the construction and presence • Supplies engines valves in domestic applications and international markets oil & gas industries

Head Lamps Rear Lamps

Matrix Battery LED Light Body Upgrades Digital Mgmt. Transmission Crankshaft Connecting Rod Undercarriage Drill bit cones & \Air Filter Assemblies Mirror Assemblies Gears Links heads Select Guides switches & to Speedo- Instrument System DC DC Xenon LED with AFS CDI meter Cluster Offerings Converter Product Portfolio CHMSL Fog Lamps Painted Plastic Trims Exterior Sun & Planetary Engine Valves Crankpins Undercarriage Seat Assemblies (Interior & Door) Products Gears Segments Upgrades Electronic Regulator Traction to Fuel & Motor & Onboard Magneto Injection Rectifiers Controller Charger

Global PV lighting 16 Facilities Czech(2), China (2), India (2)*, Mexico, Morocco, Manufacturing Turkey, Poland, Brazil, Bulgaria, Romania 13 Facilities – India# 9 Facilities – India# 4 Facilities – India# 2 Facilities – Italy Facilities# Global 2W Lighting 3 Facilities - Italy, Romania, Vietnam

Revenue Mix 9MFY21/ 67.0% / (62.3%) 12.4% / (16.0%) 10.3% / (10.2%) 5.3% / (6.3%) 1.7% / (2.6%) (FY18)

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

BSVI Upcoming EV A diversified product portfolio catering to 2W, 3W, PV, CV & OHV Segments Products Products Long-lasting, growing customer relationships with marquee auto OEMs globally and in India

Note: (1) #Pantnagar facility is included in Electrical & Electronics but caters to all 3 verticals of India business. Global 2W lighting business is part of VLS and domestic 2W lighting business is part of Electrical and Electronics business 17 Diverse Product Portfolios with End-to-End Capabilities

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

Headlamps Wide range of products across polymer, Xenon LED with AFS Matrix electrical and metallic Rear Lamps segments

LED One-stop shop for customers enabling cross- Light Guides selling

Electronics Launched BSVI components i.e. Catalytic Projector Headlamp Control Modules LED Module Convertor, • Products including headlamps, rear lamps, fog lamps and center Electronic fuel high mount stop lamps injections (EFI) and upgrades to • Established presence in key emerging technologies such as LED, Magneto Laser, Matrix, OLED

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

18 Financial Summary : Key Performance Indicators

Revenue Reported EBITDA and Reported EBITDA margin#

1,20,365 11,496 1,11,219 9,197

1,03,785 9,162 ) 76,835 9.6% mn 8.8% 8.3%

3,743 (INR (INR (INR mn) (INR 4.9%

FY18 FY19 FY20 9MFY21 FY18 FY19 FY20 9MFY21 EBITDA (INR bn) EBITDA Margins

Fall in margins in 9M FY21 was mainly led by high absenteeism, coupled with higher Revenue in FY20 and 9M FY21 declined due to industry slowdown and COVID-19 OEM demand for Czech plants, resulting in high overtime and premium freight to be related disruptions; both India and globally able to meet the delivery schedules and continued losses in new plants

ROCE & ROE* Net debt/EBITDA

18.0% 2.7 14.4% 16.9% 2.0 13.5% 3.3% (x) 0.9 0.0% FY18 FY19 FY20 ROCE ROE FY18 FY19 FY20

FY20 return ratios negatively impacted due to steep decline in margins as a result Incurred high capex over FY18-20 on the back of global order wins funded by debt of COVID 19 related shutdowns and higher losses in newly operational plants

*Calculated using reported numbers; Return on Equity calculated after considering imputed interest cost & liability portion of CCPS; FY15 and FY16 the ROE fluctuation is due to significant change in imputed finance cost on CCPS # Historical EBITDA margin is as reported 19 Financial Summary : Consolidated Income Statement

(INR mn) FY18 FY19 FY20 9M FY21 Revenue 103,785 120,365 111,219 76,835 % YoY Growth 8.0% 16.0% -7.6% - Other Income 386 908 989 951 Total income 104,171 121,273 112,208 77,786 Raw Material Cost 63,827 75,759 69,862 50,472 Employee Benefit Expense 13,135 15,015 15,929 11,325 Excise duty 996 - - - Depreciation and Amortization 3,865 5,656 7,319 6,586 Finance Cost 862 968 1,392 1,253 Other Expenses 17,051 19,003 17,220 12,246 Total Expenditure 99,735 116,402 111,721 81,883 Profit before exceptional and extraordinary items, tax and minority interest 4,435 4,871 487 -4,097 Share of Profit under Equity Method 690 315 -92 292 Profit Before Tax 5,126 5,185 395 -3,804 Net Tax Expense 618 898 370 -39 Profit After Tax 4,508 4,287 25 -3,765 Exceptional item - Tax Expense - - - 1,078 Profit After Tax after Exceptional items 4,508 4,287 25 -4,843 EBITDA* 9,162 11,496 9,197 3,743 % EBITDA Margin 8.8% 9.6% 8.3% 4.9%

*EBITDA = Profit before share of net profits of investments plus Depreciation plus Finance Cost 20 Financial Summary : Consolidated Balance Sheet

Fiscal Year Ending March 31, (INR mn) 9M FY21 2018 2019 2020 Non-Current Assets Fixed Assets 31,480 45,593 52,448 54,030 Others - Non-Current Assets 6,439 8,355 16,164 16,544 Total Non - Current Assets 37,920 53,948 68,612 70,574 Current Assets Current Investments 30 186 40 0 Cash and Bank Balances 3,289 1,634 10,688 3,988 Other -Current Assets 27,285 31,555 30,683 35,032 Total Current Assets 30,604 33,376 41,411 39,021 Total Assets 68,524 87,324 1,10,023 109,594 Equity and Liabilities Shareholder's Funds Share Capital 135 135 135 135 Reserves and Surplus 28,145 30,529 29,910 24,938 Equity attributable to owners 28,280 30,664 30,045 25,073 Minority Interest 208 241 249 271 Total Shareholder's Funds 28,488 30,906 30,295 25,344 Lease liability - - 6,522 6,516 Long Term Borrowings 6,361 4,572 9,002 6,936 Other Non-Current Liabilities 1,944 4,137 4,232 4,304 Total Non-Current Liabilities 8,306 8,709 19,756 17,756 Current Liabilities Short Term Borrowings (including current maturities) 5,570 19,821 26,422 24,341 Finance Lease obligations 59 - - - Lease Liabilities - - 604 853 Others Current Liabilities & provisions 26,102 27,888 32,946 41,301 Total Current Liabilities 31,730 47,709 59,972 66,494 Total Equity and Liabilities 68,524 87,324 1,10,023 109,594

21 Experienced Management Team Supported by Reputed Board

Tarang Jain*^ Chairman and Managing Director • Experienced management team • Co-founded Varroc in 1988 • Independent directors with experience across industries & practices • Nearly 30 years experience in the automotive • Strong governance: Big-4 statutory and internal auditors; independent board committees

industry Founder & MD & Founder

Marc Szulewicz Gautam Khandelwal Independent Director Independent Director • Ex-General Manager, Foreign equipment • Executive Chairman, Nagpur Power and division, Plastic Omnium Industries Ltd

Vinish Kathuria Vijaya Sampath Independent Director Independent Director

Board ofDirectorsBoard • Co-Founder and President of Rank Software Inc. • Lawyer, ex-Group General Counsel for Bharti Airtel Ltd

Arjun Jain*^ Stephane Vedie Business Head – Electrical & Electronics Division President and CEO – VLS and Whole-time Director • Total Experience: 15 years in Automotive • Previously associated with Bain & Co India Pvt. Lighting Ltd. • Previously associated with Magnetti Marelli

Sethumadavan D. Rohit Prakash^ T. R. Srinivasan Business Head - Polymer President - Business Head -Metallic and Group Chief Financial Officer • Previously associated with Stanley Black & Decker, Whole-time Director • Total Experience: ~30 years Schneider Electric, General Electric Senior ManagementSenior • Previously worked with Sogefi Engine Systems India • Previously associated with Hindustan Lever Ltd, ATC Tires Private Ltd

Note: * denotes member of Promoter Group. ^ denotes member of Board of Directors. 22 Corporate Structure

Varroc Engineering Limited

Foreign Subsidiaries Indian Subsidiaries

Varroc European VarrocCorp Holding Varroc Co. Ltd. Varroc Polymers Pvt. Duro valves India Pvt. CarIQ Technologies Holding B.V. B.V. Netherlands, Japan (100%) Ltd. (100%) Ltd. (72.78% $$) Pvt. Ltd. (74% ##) Netherlands, (100%) (100%)

Varroc Lighting Varroc Lighting Varroc Lighting Varroc ELBA Varroc do Brasil Team Concepts Pvt. IMES, Italy (100%) Systems, Mexico Systems SA, Systems, Poland Electronics SA (99.99% +) Ltd. (100% ) (99.99% #) Morocco (99.98% ^) (99% $) Romania 100%

Varroc Lighting Varroc Lighting Nuova CTS, Srl, Italy Varroc Lighting Varroc TYC, BVI Systems Turkey Systems Italy S.p.A. (50% @) Systems CZ (100%) |(50% &) (100%) (100%)

Varroc TYC Auto Varroc Lighting Varroc Lighting Varroc Lighting Varroc Lighting Branch in VLS, Germany Branch in UK (100%) Lamps Co. Ltd., Systems Bulgaria Systems Romania SA Systems Vietnam Co. Systems, USA (100%) (100%) (100%) China (100%) EOOD (100%) (100%) Ltd (100%)

CQ Varroc TYC Auto Lamps Co. Ltd, China (100%) Notes: @ Balance 50% is held by Mr. Roberto Tassi; # Balance 0.01% is held by Mr. Tarang Jain; & Balance 50 % is held by BESTE Motor Co. Ltd.; ^ Balance 0.02% is held by the administrators; + Balance 0.01% is held by Varroc European Holding BV; $ Balance 1% is held by VLS, CZ; ## Balance 26% is held by existing promoters; $$Balance 27.22% is held by Scarpa & Freccia

Parent Company / India Business Varroc India Business VLS Others (IMES) Holding Companies; no operations

23 Our Core Values