motherson 111

Motherson Sumi Systems Limited

Head Office: C-14 A & B, Sector 1, Noida-201301 Distt. Gautam Budh Nagar, U.P. India
Tel: +91-120-6752100, 6752278, Fax: +91-120-2521866, 2521966, Website: www.motherson.com

February 17, 2021

National Stock Exchange of India Limited BSE Limited
Exchange Plaza, 5th Floor P.J. Towers,
Plot No.C/1, G-Block Dalal Street, Fort
Bandra-Kurla Complex, Bandra (E) MUMBAI - 400001, India
MUMBAI - 400051, India

Scrip Code : MOTHERSUMI Scrip Code : 517334

Ref.: Addendum to Investor Presentation and Frequently Asked Questions (FAQs) on the
proposed reorganization of the Company
Dear Sir(s) / Madam(s),
This is with reference to our letter dated July 2, 2020, wherein we had submitted a copy of the
Investor Presentation and the Press Release on the proposed reorganization of the Company.
We wish to inform you that the first motion petition for the reorganization was heard by the NCLT
on Tuesday, February 16, 2021, wherein the NCLT has orally pronounced its approval to hold
shareholders' meeting to approve the scheme on April 29, 2021. Certified copy of the order of the
NCLT is currently awaited.
Further to the same, please find enclosed the following for information to the investors / shareholders
of the Company:
1) Addendum to Investor Presentation; and
2) Frequently Asked Questions on the proposed reorganization.
The same is also being uploaded on the website of the Company.
The above is for your information and records.
Thanking you,
Yours truly,
For Matherson Sumi Systems Limited
Digitally signed by

Alok Goel�����,..,,,
11:59:25+05'30'

Alok Goel
Company Secretary
Encl(s).: As above

Links to Documents submitted on July 2, 2020

• Investor Presentation: https://www.motherson.com/storage/Corporate%20Announcements/FY2020-2l/lnvestor-Presentation­
Poised-for-next-phase-of-Growth.pdf
• Press Release: https://www.motherson.com/storage/Corporate%20Announcements/FY2020-21/Press%20Re1ease%20-
%20Motherson%20Sumi%20Systems%20Limited%20approves%20Group%20Reorganization%20Plan.pdf

Regd Office:
Unit-705, C Wing, ONE BKC
G Block Bandra Kurla Complex
Bandra East Mumbai - 400051
Maharashtra (India)
Email: investorrelations@motherson.com
CIN No.: L34300MH1986PLC284510

Proud to be part of samvardhana motherson di

Addendum to Investor Presentation on Proposed Reorganization

17th Feb 2021

Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

22
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

33
 Strong Industrial Recovery with Operations Back to Near Normal (1/2)

LV Production as a % of January 2020

Europe Greater China Japan/Korea

153% 155%
142% 144%
113% 129% 123%
111% 115% 114% 115% 120% 119% 119% 115% 117%
100% 100% 100% 94% 104% 108%
93% 79% 81% 79% 105%
100% 74%
84% 86%
72%
57% 53%
44%

16%
8%

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Middle East/Africa Americas South Asia

111% 109% 112%
100%
106% 104% 104% 109% 100%
89% 92%
98% 91% 100%
93% 97% 88%
90% 94% 97% 89%
100% 80% 80% 80%
83%
76% 79%
70% 72%
60%

40%

20% 18%
15%
1% 6%

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

44
Source: Content derived from IHS Markit Automotive, LV Forecast, December 2020
Strong Recovery Post COVID Slowdown (2/2)
MSSL Consolidated Revenues*,^ (INR Mn) SMRPBV Revenues* (EUR Mn)

1,79,231
1,66,910
1,58,2771,55,512 1,55,568
1,50,006 1,482 1,450
1,408 1,403
1,310 1,265

731
84,312

Q1FY20 Q2FY20 Q3FY20 Q4FY20 Q1FY21 Q2FY21 Q3FY21 Q1FY20 Q2FY20 Q3FY20 Q4FY20 Q1FY21 Q2FY21 Q3FY21

Highest ever Quarterly Revenue. Business has Current run rate indicative of business at pre-COVID
recovered to pre-COVID levels levels

55 * Revenues from contract with customers; ^ MSSL consolidated includes DWH revenues
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

66
 Greenfield
learnings.
We have used the COVID-
19 period to draw lessons
and improve processes at
our large Greenfields.

77
Overall Improvement in FY21 Metrics
Revenue* EBITDA*

Average €1,401 Mn per quarter

4.8% 6.0% 6.2% 7.3% -ve 8.5% 10.1%
1,482 1,450
1,408 1,403
1,310 1,265 146
95 108
71 84 87
731

(54)
Q1FY20 Q2FY20 Q3FY20 Q4FY20 Q1FY21 Q2FY21 Q3FY21 Q1FY20 Q2FY20 Q3FY20 Q4FY20 Q1FY21 Q2FY21 Q3FY21

Uptick in operating profit margins driven by

Current run rate indicative of business at pre-covid
improved performance of greenfield facilities and
levels
cost savings post-Covid normalization

All amounts in € Mn
88
*As per IFRS financials
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

99
10
10 * At an aggregate level
 SAMIL Businesses Portfolio
Top 10 Companies
Other companies incubated for future growth

02 03 04 05 06 08
01 Group 07
Lighting Metal Engineering Services & Logistics Health &
Shared Aerospace
Solutions Solutions & Tooling IT Solutions Solutions Medical
Services

• Motherson Marelli • MS Global • CTM India • Motherson Sumi Infotech & • Motherson Air Travel – • Samvardhana Motherson • New Business – • New Business –
Automotive Design Travel desk for Hamakyorex Engineered Seeding Stage Seeding Stage
Lighting • Marelli Motherson Auto • Motherson Molds & Motherson group Logistic - Car Carriage
Suspension Die-casting • Matsui Technologies India business

• Motherson Techno Tools • Frigel Intelligent Cooling

Systems – Cooling • AES Engineering-
• Samvardhana Motherson
• Valeo Motherson Thermal solutions Engineering
Global carriers – Internal
Commercial Vehicles consultation and
• Anest Iwata Motherson logistics for Motherson
project management
group
• Anest Iwata Motherson Coating Equipment – Paint
guns and boothes
• Fritzmeier Motherson Cabin
Engineering • Samvardhana Motherson
Auto System – Aftermarket
• Motherson Bergstrom business
HVAC Solutions
• Motherson Machinery &
• Samvardhana Motherson Automation – Low cost
Auto Component - Die automation solutions
casting & machined parts
• Motherson Invenzen Xlab –
• Young shin Motherson Auto Telematics, IOT
Tech - Clutches for HVAC
• Motherson Auto Solutions -
• Samvardhana Motherson Industrial Estate
Innovative Solutions –
Broaches, Gear Cutting
Tools and powdered metal
sintered parts

• Nissin Advanced Coating –

Thin metal coating services

11
11
12
12
* Size of the bubble indicates market size; Source: (1) Allied Market Research (2018) (2) https://www.absolutereports.com/13909248 (2019) (3) Allied Market Research (2019) (4)
Automotive Lighting: Technology, Industry and Market Trends 2018 report, Yole Development; (5) Global Automotive Stamping Study, Roland Berger (2017)
 Proforma Financials* 3
SAMIL Business (ex MSSL ex.SMRP BV)
Revenue EBITDA % Margin Net Debt
28,000 13.3% -ve 13.2% 14.5%

Aggregate 3,721
1,259
6,750 7,866
Basis 2,889 892 1,143
13,510

FY 20 Q1FY21 Q2FY21 Q3FY21 -122 31-Dec-20

FY 20 Q1FY21 Q2FY21 Q3FY21
20,437 Net Debt Lease Liability
12.3% -ve 12.5% 13.7%
2,520
Proportionate 4,922 5,549
614 759 996
Basis ** 2,368
13,197
FY 20 Q1FY21 Q2FY21 Q3FY21 -96 31-Dec-20
12,863 FY 20 Q1FY21 Q2FY21 Q3FY21
Net Debt Lease Liability
9.8% -ve 10.9% 11.6%

1,263
Consolidated 3,119 3,280 759
1,854 339 381
Basis
12,731

FY 20 Q1FY21 Q2FY21 Q3FY21 -72 31-Dec-20

FY 20 Q1FY21 Q2FY21 Q3FY21 Net Debt Lease Liability
13
13
All amounts in INR Mn; * Pls refer to appendix VII (presentation dated July 2, 2020) and slides 30 to 34 for detailed procedure followed to arrive at proforma financials
** Only unconsolidated JVs have been proportionately considered.
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

14
14
 Vision
No. 1 No. 2
USD 36 billion 3CX10
revenues in 2024-25 No country, customer or
with 40% ROCE component should contribute
(consolidated) more than 10% to our revenues

The sixth 5-year plan. No. 3 No. 4

75% of revenues from 40% of
automotive industry, consolidated
25% from new divisions profit as dividend
15
15
To be Achieved Through...

#1 #2 #3 #4
Business growth in current Use of New technologies in Adjacent expansion (New Diversification into new
product lines current products / processes solutions in current industries) industries

 Vision systems:  Wiring harnesses for new  2 wheeler LED lighting  Expansion into aerospace
expansion into new energy vehicles and through wiring harnesses
 Increased share of truck
geographies specialized automotive and aero-structures
market globally
electronics for smart
 Polymer & modules:  Logistics services for
vehicles  Expansion in the rolling
increase in share of automotive OEMs and
stock market
business with existing  Expand lighting solutions specialized B2B services
customers and expansion  Tooling solutions, forward
 Sensor integration and  Launch of point of care
to new geographies and backward integration
smart surfaces health and medical
 Deeper insourcing and  Strengthening hot technologies
 Camera monitoring
vertical integration across stamping capabilities
systems, next gen vision  Augmenting IT offerings to
divisions
systems cover data analytics
 Increasing content and needs through software
 Wireless power solutions
value per car / OEM and hardware
 Industry 4.0 and
digitalization solutions

16
16
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

17
17
Recent Acquisitions to Enhance Value for Shareholders Post-Reorg

Inorganic Growth Journey Continues…

Bombardier
Successfully integrated 23 acquisitions between Mexico
(Wiring harness)
2002 – 2020, bringing a wide range of solutions
to customers
2002 2020 2021

Plast Met Group

Turkey
Announced Group
(Plastic injection moulding)
Reorganization on
July 2, 2020

18
18
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

19
19
Key Financial Metrics on Proforma Basis (1/2)
DWH and MSSL Standalone ex DWH
Revenue EBITDA % Margin Net Debt

-ve 11.3% 14.4%

1,947 3,293
13,480 1,214
10,793

DWH
2,004 171
-779
Net Debt Lease Liability 1
Q1 Q2 Q3 Q1 Q2 Q3
FY21 FY21 FY21 FY21 FY21 FY21 31-Dec-20

-ve 18.0% 18.2%

743

11,348
10,037 1,805 2,066
MSSL
43,771
Standalone
2,770
ex DWH
-119

Q1 Q2 Q3 Q1 Q2 Q3 Net Debt Lease Liability

FY21 FY21 FY21 FY21 FY21 FY21
31-Dec-20

All amounts in INR Mn; Pls refer to appendix VII (presentation dated July 2, 2020) and slides 30 to 34 for detailed procedure followed to arrive at proforma financials
20
20 Revenue (Total revenue from operations) excludes other income and EBITDA excludes dividend income and interest income.
1. Lease liabilities includes INR 3,127 million liability towards assets taken on lease from MSSL Standalone exDWH
 Key Financial Metrics on Proforma Basis (2/2)
MSSL Consolidated ex DWH and Merged Entity
Revenue EBITDA % Margin Net Debt

-ve 9.7% 10.9%

18,668
1,71,004 14,546 13,068
1,49,653
MSSL 83,477 61,805
Consolidated
ex DWH
-4,938 Net Debt (excl lease liability) Lease Liability
Q1 Q2 Q3 Q1 Q2 Q3
FY21 FY21 FY21 FY21 FY21 FY21 31-Dec-20

-ve 9.8% 11.0%

13,827
1,73,306 19,048
1,51,801 14,887

84,368 74,685
Combined
Entity
-5,011 Net debt (excl lease liability) Lease liability
Q1 Q2 Q3 Q1 Q2 Q3
FY21 FY21 FY21 FY21 FY21 FY21 31-Dec-20

All amounts in INR Mn ; Pls refer to appendix VII (presentation dated July 2, 2020) and slides 30 to 34 for detailed procedure followed to arrive at proforma financials
21
21
Revenue (Total revenue from operations) excludes other income and EBITDA excludes dividend income and interest income
MSSL* : Summary Proforma Financials^
MSSL - Consolidated ex Combined
MSSL - Standalone ex DWH SAMIL#
Financials (INR Mn) DWH Post Reorg
(a) (b) (c) (b+c- eliminations)
Year FY19 FY20 FY19 FY20 FY19 FY20 FY19 FY20
Revenue 43,694 40,088 604,206 607,529 13,907 12,863 614,906 616,248
EBITDA 6,747 6,898 52,540 49,173 1,800 1,263 54,340 50,434
EBITDA Margin (%) 15.4% 17.2% 8.7% 8.1% 12.9% 9.8% 8.8% 8.2%
EBIT 4,846 4,585 28,802 21,963 1,021 324 29,823 22,285
EBIT Margin (%) 11.1% 11.4% 4.8% 3.6% 7.3% 2.5% 4.9% 3.6%
Profit of associates NA NA 1,1312 5752 7,863 3,603 2,822 2,153
Less: Minority Interest NA NA -4,850 -1,244 -306 -80 -2,537 -2,213
2 2
PAT (concern share) 3,983 5,943 11,578 8,656 7,594 2,808 15,619 8,548
PAT Margin (%) 9.1% 14.8% 1.9% 1.4% 54.6% 21.8% 2.5% 1.4%
Gross Debt (excl. lease liability) 11,294 13,861 115,279 117,368 19,282 22,381 128,858 137,533
Cash 1,136 1,988 35,223 48,411 6,4041 11,2341 35,924 57,520
1 1
Net Debt (excl. lease liability) 10,158 11,873 80,056 68,957 12,878 11,147 92,934 80,013
Lease liability (under Ind AS116) 781 780 13,500 13,515 721 887 14,221 14,402

Proforma financials represent the reorganization impact across each of the entities
Adjustments are undertaken historically to make the numbers comparable across the financial years
*Name of MSSL will be changed to SAMIL; ^ Pls refer to appendix VII (presentation dated July 2, 2020) for detailed procedure followed to arrive at pro-forma financials; # Refers to current SAMIL;
1.Adjusted for Intercompany deposit of EUR 25.5 MN in FY 20 and EUR 73.5 MN in FY 19 given to SMGHL ; 2. 33.4% share of profit in DWH business (INR 1,310 Mn for FY19 and INR 955 Mn for FY20) which was
considered in computations of Profit of Associates and PAT (Concern share) in the presentation dated July 2, 2020 (on slide 30) is now excluded at MSSL – Consolidated ex DWH level and considered only in combined
post reorg financials.
22
22
Note: Revenue represents total revenue from operations
 Summary Proforma Financials*
MSSL1 - Standalone MSSL - Consolidated Combined
DWH Entity SAMIL2
ex DWH ex DWH Post Reorg
Financials (INR Mn)
(a) (b) (c) (b+c-eliminations)

Year Q2 FY21 Q3 FY21 Q2 FY21 Q3 FY21 Q2 FY21 Q3 FY21 Q2 FY21 Q3 FY21 Q2 FY21 Q3 FY21
Revenue 10,793 13,480 10,037 11,348 149,653 171,004 3,119 3,280 151,801 173,306
EBITDA 1,214 1,947 1,805 2,066 14,546 18,668 339 381 14,887 19,048
EBITDA Margin (%) 11.3% 14.4% 18.0% 18.2% 9.7% 10.9% 10.9% 11.6% 9.8% 11.0%
EBIT 984 1,715 1,302 1,580 7,201 11,314 80 126 7,281 11,441
EBIT Margin (%) 9.1% 12.7% 13.0% 13.9% 4.8% 6.6% 2.6% 3.8% 4.8% 6.6%
Profit of associates NA NA NA NA 276 337 1,943 6,583 597 987
Less: Minority Interest NA NA NA NA -1,364 -4,700 -62 -5 -714 -961
PAT (concern share) 660 1,205 818 1,247 2,675 6,738 1,6864 6,4314 3,451 10,980
PAT Margin (%) 6.1% 8.9% 8.1% 11.0% 1.8% 3.9% 54.0% 196.1% 2.3% 6.3%
Gross Debt (excl. lease liability) 538 460 47,093 45,931 130,550 112,378 21,831 17,312 148,268 129,411
3 3
Cash 2,139 289 10,213 2,160 53,922 50,573 10,431 4,581 59,963 54,726
Net Debt (excl. lease liability) -1,601 171 36,880 43,771 76,628 61,805 11,4003 12,7313 88,305 74,685
Lease liability (under Ind AS116) 3,192 3,293 745 743 13,277 13,068 836 759 14,113 13,827

Proforma financials represent the reorganization impact across each of the entities

* Pls refer to appendix VII (presentation dated July 2, 2020) for the detailed procedure followed to arrive at pro-forma financials

1. Name of MSSL will be changed to SAMIL; 2.Refers to current SAMIL; 3.Adjusted for Intercompany deposit given to SMGHL of EUR 2 Mn in Q3 FY 21 and EUR 45 Mn in Q2 FY 21 and to SMR INR 250 Mn in Q3 FY
21 and INR 500 Mn in Q2 FY 21; 4. The consolidated PAT for SAMIL businesses (ex-MSSL, ex-SMRP BV) is Rs (-157) Million for Q2 FY 21 and Rs 40 Million for Q3 FY 21

23
23
Note: Revenue represents total revenue from operations
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

24
24
 EPS Accretion Achieved Ahead of Schedule
Q3 FY21 Earnings Per Share - (Pre-Reorganization) Q3 FY21 Earnings Per Share - (Post-Reorganization)

PAT Combined Entity Proforma

PAT MSSL Cons. Ex DWH*
5,372 (MSSL Cons. ex DWH + SAMIL*) (INR 8,301
Proforma (INR Mn)
Mn)
8.0%
No. of shares (Mn) 3,157.9 No. of shares (Mn)
Accretion 4,517.6
(post reorganization)
EPS (INR) 1.70 EPS (INR) 1.84

PAT DWH Proforma (INR Mn) 1,205 PAT DWH Proforma (INR Mn) 1,205

No. of shares (Mn) 3,157.9

No. of shares (Mn) 3,157.9

EPS (INR) 0.38 EPS (INR) 0.38

Reorganization provides EPS accretion to MSSL shareholders. The reorganization is also EPS accretive basis last 6 months (July 2020
– December 2020) i.e. performance since the announcement on July 2nd, 2020

*PAT excluding impact of EUR 32 million at SMRPBV on account of deferred tax assets related to prior years. The impact for MSSL’s share is INR 1,366 million and for combined entity
post reorganization is INR 2,679 million. (Refer Slide 23 for PAT numbers)
25
25
All numbers are on a pro-forma basis
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

26
26
Indicative Timelines for Scheme Execution
M o n t h s
Jul Jan
Aug Sep Oct Nov Dec Feb Mar Apr May Jun Jul Aug
2020 2021
Board Approval
Filing of scheme with BSE, NSE, SEBI Tentatively
Scheme uploaded on websites of BSE & NSE Scheduled for
April 29th, 2021
Receipt of BSE, NSE, SEBI approval
Filing with NCLT post SEBI approval
Shareholders’ and Creditors’
meetings
NCLT
Hearing
NCLT / other regulatory process
Appointed Date for Demerger A NCLT Approval
Receipt of NCLT Order
Completed / Scheduled Process for filing with ROC B
Process Process for Issuance and Listing of DWH shares
Process for Issuance of MSSL1 shares to SAMIL2
Future Event
Listing & Trading of DWH
Trading of new shares of resultant MSSL (New SAMIL)

A. Appointed date (1st April 2021) is the date from which the Scheme will come into effect. It is the date from which separate books of accounts of MSWIL and resultant
MSSL (New SAMIL) will be reconstructed in accordance with applicable laws
B. Effective date is the date from which the Scheme will be assumed to be completed in all respects viz., fulfillment of all conditions and matters, receipt of all regulatory
approvals and filing the necessary documents thereof with RoC
27
27
 Reorganization is subject to, among others, both scheme and
RPT approvals…

Receipt of minority
Receipt of shareholders’ approval

+
minority for the proposed
shareholders’ related party
approval for transactions between
the Scheme MSSL / SWS / Group
entities and MSWIL

There would be two separate meetings viz., i) minority (public) shareholders’ meeting for Scheme approval and ii) minority (public)
shareholders’ meeting for approval of proposed related party transactions. Both these meetings would be held on the same day
The Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal is more than the number of
votes cast by the public shareholders against it
Interested
28
28
parties will abstain from voting on the RPT resolutions
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

29
29
 Bridge from Reported to Proforma Financials (1/5)
MSWIL / DWH Entity
Reported DWH Management Adjustments Proforma DWH*

Q3 Q3 Q3
INR Million FY 19 FY 20 FY 19 FY 20 FY 19 FY 20
FY 21 FY 21 FY 21

Revenue 44,838 39,439 13,480 0 0 0 44,838 39,439 13,480

EBITDA1 7,369 5,534 2,026 30 -240 -79 7,399 5,294 1,947

EBITDA (%) 16.4% 14.0% 15.0% 16.5% 13.4% 14.4%

PAT concern Share2 4,490 3,602 1,405 -567 -742 -200 3,923 2,860 1,205

Net Debt(excl. lease

-140 16 171 0 0 0 -140 16 171
liability)

Management Adjustments

1. Adjustment on account of management fees paid to MSSL Standalone ex DWH and regrouping of interest income. Further, FY19 includes impact on account of
application of Ind AS 116 leases, which was not considered in published result since it was not applicable

2. In addition to the impact of point 1 above, also includes adjustments on account of depreciation and finance cost due to IndAS116 treatment of leased premises and
associated tax impact

Note: DWH revenues include Sale of wiring harness and components to MSSL Standalone ex-DWH Business. This gets eliminated in MSSL standalone
Revenue represents total revenue from operations

* Pro-forma Financials - Financials post the impact of eliminations as well as management adjustments. Indicative of how the financials of the entities would appear after
30
30
the Scheme becomes effective. For further details on procedures performed to compute pro-forma financials, please refer appendix VII (presentation dated July 2, 2020)
 Bridge from Reported to Proforma Financials (2/5)
MSSL Standalone ex DWH
Reported MSSL Standalone ex DWH Management Adjustments Proforma MSSL Standalone ex DWH*

Q3 Q3 Q3
INR Million FY 19 FY 20 FY 19 FY 20 FY 19 FY 20
FY 21 FY 21 FY 21

Revenue1 43,624 39,851 11,269 70 237 79 43,694 40,088 11,348

EBITDA2 7,224 9,270 2,055 -477 -2,372 11 6,747 6,898 2,066
EBITDA (%) 16.6% 23.3% 18.2% 15.4% 17.2% 18.2%
PAT concern Share3 3,647 5,386 1,088 336 557 159 3,983 5,943 1,247
Net Debt(excl. lease
10,158 11,873 43,771 0 0 0 10,158 11,873 43,771
liability)

Management Adjustments

1. Adjustment on account of management fees received from DWH business

1. In addition to the impact of point 1, includes adjustment on account of i) lease rent from DWH business and ii) reduction of dividend income from MSSL subsidiaries and
iii) regrouping of interest income. Further, FY19 includes impact on account of application of Ind AS 116 leases, which was not considered in published result since it
was not applicable

3. Adjustments on account of lease rent and management fees from DWH business and associated tax impact

Note: MSSL Standalone ex DWH revenues includes Sale of wires/components etc. to DWH Business. This gets eliminated in MSSL standalone

Revenue represents total revenue from operations

* Pro-forma Financials - Financials post the impact of eliminations as well as management adjustments. Indicative of how the financials of the entities would appear after
31
31
the Scheme becomes effective. For further details on procedures performed to compute pro-forma financials, please refer appendix VII (presentation dated July 2, 2020)
 Bridge from Reported to Proforma Financials (3/5)
MSSL Consolidated ex DWH
Proforma MSSL Consolidated ex
Reported MSSL Consolidated Proforma DWH Entity Adjustments / Eliminations
DWH*
Q3 Q3 Q3 Q3
INR Million FY 19 FY 20 FY 19 FY 20 FY 19 FY 20 FY 19 FY 20
FY 21 FY 21 FY 21 FY 21

Revenue1 635,229 635,368 180,287 44,838 39,439 13,480 13,815 11,600 4,197 604,206 607,529 171,004
EBITDA2 55,685 54,320 20,634 7,399 5,294 1,947 4,254 147 -19 52,540 49,173 18,668
EBITDA (%) 8.8% 8.5% 11.4% 16.5% 13.4% 14.4% 8.7% 8.1% 10.9%
PAT concern Share3 16,131 11,701 7,984 3,923 2,860 1,205 -630 -185 -41 11,578 8,656 6,738
Net Debt(excl. lease
79,917 68,972 61,976 -140 16 171 0 0 0 80,056 68,957 61,805
liability)
Adjustments / Eliminations

1. Adjustments on account of inter division / company sales viz., i) Sale from DWH business to MSSL Standalone ex DWH / MSSL subsidiaries and ii) Sale from MSSL
Standalone ex DWH / MSSL subsidiaries to DWH business

2. Adjustments on account of lease rent and management fees received from DWH business and regrouping of interest income. Further, FY19 includes impact on account
of application of Ind AS 116 leases, which was not considered in published result since it was not applicable

3. Adjustments on account of tax impact on lease rent and management fees

Note: Q3 FY21 PAT includes the impact of INR 1,366 Million at SMRP BV towards deferred tax assets for prior years on a proportionate basis.
Revenue represents total revenue from operations and Reported EBITDA includes interest and Dividend income which are excluded in the proforma.

* Pro-forma Financials - Financials post the impact of eliminations as well as management adjustments. Indicative of how the financials of the entities would appear after
32
32
the Scheme becomes effective. For further details on procedures performed to compute pro-forma financials, please refer appendix VII (presentation dated July 2, 2020)
 Bridge from Reported to Proforma Financials (4/5)
SAMIL
Reported SAMIL Carve out / Carve in** Management Adjustments Proforma SAMIL

Q3 Q3 Q3 Q3
FY 19 FY 20 FY 19 FY 20 FY 19 FY 20 FY 19 FY 20
FY 21 FY 21 FY 21 FY 21

Revenue1 14,711 13,358 3,337 -1,101 -592 -1 297 97 -56 13,907 12,863 3,280
EBITDA2 806 604 430 676 697 3 318 -38 -52 1,800 1,263 381
EBITDA (%) 5.5% 4.5% 12.9% 12.9% 9.8% 11.6%
PAT concern Share2 6,548 1,143 6,425 743 1,307 2 303 358 4 7,594 2,808 6,431
Net Debt3(excl. lease
18,296 13,124 13,153 -226 -375 0 -5,192 -1,602 -422 12,878 11,147 12,731
liability)
Management Adjustments

1. Adjustments on account of regrouping of interest income, revenue from consultancy business and revenue from Invenzen (MI-XIAB, in FY 19)

2. In addition to impact of point 1, EBITDA & PAT for FY 19 also impacted due to the application of Ind AS 116 on leases. Additionally for Q3 FY21, adjustments on
account of loss on sale of stake in MSPS and SMAST

3. Adjustments on account of unpaid dividend, payment for acquisitions, inter corporate deposits and net debt of Invenzen (MI-XIAB, in FY 19)

All amounts in INR Mn; ** Adjustments on account of the financial information of entities acquired & excluded in accordance with the overall objective of business realignment. Statutory Auditors
carried out the procedures agreed by the management on the combined/carve-out financial information for the periods stated above other than Q3 FY 21

33
33
* Pro-forma Financials - Financials post the impact of eliminations as well as management adjustments. Indicative of how the financials of the entities would appear after
the Scheme becomes effective. For further details on procedures performed to compute pro-forma financials, please refer appendix VII (presentation dated July 2, 2020)
 Bridge from Reported to Proforma Financials (5/5)
Combined Entity
Proforma MSSL Consol. ex DWH Proforma SAMIL Adjustments / Eliminations Proforma Combined Entity*
INR Million Q3 Q3 Q3 Q3
FY 19 FY 20 FY 19 FY 20 FY 19 FY 20 FY 19 FY 20
FY 21 FY 21 FY 21 FY 21
Revenue1 604,206 607,529 171,004 13,907 12,863 3,280 -3,207 -4,144 -978 614,906 616,248 173,306
EBITDA 52,540 49,173 18,668 1,800 1,263 381 1 -2 -1 54,340 50,434 19,048
EBITDA (%) 8.7% 8.1% 10.9% 12.9% 9.8% 11.6% 8.8% 8.2% 11.0%
PAT concern Share2 11,578 8,656 6,738 7,594 2,808 6,431 -3,553 -2,916 -2,189 15,619 8,548 10,980
Net Debt3 (excl. lease
80,056 68,957 61,805 12,878 11,147 12,731 0 -91 149 92,934 80,013 74,685
liability)
Adjustments / Eliminations
1. Adjustments on account of inter company sales i) Sale from MSSL Standalone ex DWH to SAMIL, ii) Sale from MSSL subsidiaries to SAMIL, iii) Sale from SAMIL to
MSSL Standalone ex DWH and MSSL subsidiaries

2. Adjustments on account of i) profit attributable to non-controlling interest in SMRP BV, ii) Elimination of profit attributable to SAMIL’s 33.4% stake in MSSL

3. Debt numbers adjusted for inter corporate deposits between the entities

Note: Q3 FY21 PAT includes the impact of INR 1,366 Million in MSSL Consol. Ex DWH and INR 2,679 Mn in the combined entity for SMRP BV towards deferred tax assets for prior years
Revenue represents total revenue from operations

* Pro-forma Financials - Financials post the impact of eliminations as well as management adjustments. Indicative of how the financials of the entities would appear after
34
34
the Scheme becomes effective. For further details on procedures performed to compute pro-forma financials, please refer appendix VII (presentation dated July 2, 2020)
 Sourcing & Shared Services Arrangements Post Demerger
- Guiding Principles (1/2)
Nature Description Incremental FY20 9M FY21 Proposed Cap Comments
due to Reorg Quantum Quantum
(Yes / No) (% of DWH (% of DWH (% of DWH
Net Net Net
Revenue) Revenue) Revenue)

DWH sourcing Wires, connectors, tubes, plastic No From MSSL: From MSSL: For MSSL: • Term: 10 years
components components and any other child c.29.3% c.32.0% 34.5% • Pricing to be decided on arm’s length basis
from parts of wire harness/ pass- • Non-exclusive arrangement
MSSL* / SWS through parts (including capital From SWS: From SWS: For SWS: • Higher thresholds to cover fluctuations in
entities items) c.14.7% c.14.1% 17.5% commodity pricing and changes in product mix &
room for import content localization

DWH Sale to Supply of Wiring harnesses and No c.1.7% c.1.3% 2.0% • Term: 10 years
MSSL* / SWS parts/components thereof • Pricing to be decided on arm’s length basis
entities • Non-exclusive arrangement
• Higher threshold is to factor in the future growth
potential of the high growth MSSL entities which
currently procure the wiring harnesses from DWH

DWH Lease Lease rentals for existing land Yes c.1.4% c.1.6% FY 22 estimated • Term:10 years; lock-in of 5 years for MSWIL
Rentals and building determined by (INR 545 (INR 429 Mn) amount is INR 600 • Annual escalation of 5% p.a.
to MSSL* Knight Frank study Mn) million and annual • The rent/ lease amount is based on valuation
escalation of 5% report undertaken by Knight Frank
p.a therafter

Proposed RPT caps rationalized according to business requirements

35
35
*Name of MSSL will be changed to SAMIL;
MSSL entities include post reorg MSSL and its subsidiaries and joint ventures ; SWS entities include SWS and its subsidiaries and joint ventures
 Sourcing & Shared Services Arrangements Post Demerger
- Guiding Principles (2/2)
Nature Description Incremental FY20 9M FY21 Proposed Comments
due to Reorg Quantum Quantum Cap
(Yes / No) (% of DWH (% of DWH (% of DWH
Net Net Net
Revenue) Revenue) Revenue)
Functional Rendering of functional support No c. 4.7% c. 3.8% 5.0% • Term: 10 years
Support services, including engineering • Pricing to be decided on arm’s length basis
Services and design services, finance, • Threshold aligned with historical levels
provided by purchase, logistics, HR, Treasury
MSSL* and etc. and sharing of manpower to
other group deliver such services to be
entities to DWH provided by MSSL entities

Technical TA with SWS for technical No c.0.6% c.0.6% 1.0% • Derived based on certain % of net value addition
Assistance (TA) Assistance which works out to c.0.6% of DWH net revenue on
an implied basis
• Term: 10 years;
• Assignment of TA with SWS from MSSL to DWH
on existing terms

Management MS with MSSL for strategic Yes c.0.6% c.0.6% 1.0% • Term: 10 years;
Service (MS) guidance and management • MS to have identical commercial parameters as TA
support with SWS

Car Leasing Leasing arrangements of No c.0.2% c.0.2% 0.5% • Term: 10 years

Arrangement vehicles for employees • Pricing to be decided on arm’s length basis
• Threshold aligned with historical levels

Proposed RPT caps rationalized according to business requirements

36
36 *Name of MSSL will be changed to SAMIL;
MSSL entities include post reorg MSSL and its subsidiaries and joint ventures ; SWS entities include SWS and its subsidiaries and joint ventures
Key Events Post Reorganization Announcement

– Strong Industrial Recovery

– Turnaround of SMRP BV Greenfield Facilities

– SAMIL Investor Day

– Motherson Vision 2025

– Acquisitions Announced Post July 2020

Financial Performance for Current Fiscal

EPS Analysis - Pre and Post Reorganization

Scheme Timelines

Appendix

Reference to Detailed Documents

37
37
 Reference to Detailed Documents
For ease of reference and understanding, investors can access the below mentioned documents
using the hyperlinks provided

 Reorganization : Press Release

 Reorganization Presentation : Poised for the next Phase of Growth
 Reorganization Scheme (Including Valuation Details & Fairness Opinions)
 SAMIL Investor Day Presentation :OVERVIEW
 SAMIL Investor Day Presentation: Top 10 Business Overview
 Vision 2025 - Group Overview Presentation: The Future is Bright
 Vision 2025 - Group Divisional Presentations

38
38
Safe Harbour
The contents of these presentation are for informational purposes only and for the reader’s personal non-commercial use. The contents are intended, but not guaranteed, to be correct, complete, or absolutely accurate.
This presentation also contains forward-looking statements based on the currently held beliefs and assumptions of the management of the Company, which are expressed in good faith and, in their opinion, are
reasonable. Forward-looking statements involve known and unknown risks, contingencies, uncertainties, market conditions and other factors, which may cause the actual results, financial condition, performance, or
achievements of the Company or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking statements.
The Company does not make any representation, warranty or prediction that the results anticipated by such forward looking statements will be achieved. Neither the Company nor its affiliates or advisors or
representatives nor any of their respective affiliates or any such person's officers or employees guarantees that the assumptions underlying such forward looking statements or management estimates are free from
errors and the Company disclaims any obligation or liability to any person for any loss or damage caused by errors or omissions, whether arising from negligence, accident or any other cause.
A multitude of factors including, but not limited to, changes in demand, competition, technology, the effect of COVID 19 in India and globally, and any macroeconomic conditions in India and globally can cause actual
events, performance or results to differ significantly from any anticipated development. Forward looking statements speak only as of the date of presentation and are not guarantees of future performance. As a result,
the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward looking statements in this presentation as a result of any change in expectations or any change in
events, conditions, assumptions or circumstances on which these forward looking statements are based. Given these uncertainties and other factors, viewers of this presentation are cautioned not to place undue
reliance on these forward looking statements and management estimates.
Recipients of presentation are not to construe its contents, or any prior or subsequent communications from or with the Company or its representatives as investment, legal or tax advice. In addition, presentation does
not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of the Company or the proposed transaction. Recipients of presentation should each make their own
evaluation of the Company and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.
This presentation is not a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or an offer document under the Companies Act, 2013, the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, or any other applicable law in India. This presentation does not constitute or form part of and should not be
construed as, directly or indirectly, any offer or invitation or inducement to sell or issue or an offer, or any solicitation of any offer, to purchase or sell any securities nor shall it or any part of it or the fact of its distribution
form the basis of, or be relied on in connection with, any contract or commitment therefor. This presentation does not solicit any action based on the material contained herein. This presentation should not be
considered as a recommendation that any person should subscribe for or purchase any securities of Motherson Sumi Systems Limited or its subsidiaries (collectively, the “Group”) and should not be used as a basis for
any investment decision. This presentation have not been approved and will not or may not be reviewed or approved by any statutory or regulatory authority in India or by any stock exchange in India. This presentation
does not purport to be a complete description of the markets conditions or developments referred to in the material.
The information contained in this presentation are only current as of its date, unless specified otherwise, and have not been independently verified. Please note that, you will not be updated in the event the information
in the presentation becomes stale. You must make your own assessment of the relevance, accuracy and adequacy of the information contained in presentation and must make such independent investigation as you
may consider necessary or appropriate for such purpose. Moreover, no express or implied representation or warranty is made as to, and no reliance should be placed on, the accuracy, fairness or completeness of the
information presented or contained in presentation.
None of the Company, its directors, promoter or affiliates, nor any of its or their respective employees, advisers or representatives or any other person accepts any responsibility or liability whatsoever, whether arising in
tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this
presentation or its contents or otherwise in connection with presentation, and makes no representation or warranty, express or implied, for the contents of presentation including its accuracy, fairness, completeness or
verification or for any other statement made or purported to be made by any of them, or on behalf of them.
Further, past performance is not necessarily indicative of future results. Any opinions expressed in presentation or the contents of this presentation are subject to change without notice. Presentation should not be
construed as legal, tax, investment or other advice

39
39
THIS ANNOUNCEMENT AND/OR PRESENTATION IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (the "U.S."). This announcement does not
constitute nor form part of any offer or invitation to sell, issue or subscribe for securities in the U.S. or any other jurisdiction. No securities have been or will be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or the securities laws of any state of the U.S. or any other jurisdiction. No securities may be offered, sold or delivered in the U.S. except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No public offering is being made in the U.S. or in any other jurisdiction where such an offering is restricted
or prohibited or where such offer would be unlawful. Neither this announcement nor any portion hereof may be sent or transmitted into the U.S. or any jurisdiction where it is unlawful to do so. Any failure to comply with
these restrictions may result in a violation of the Securities Act or the applicable laws of other jurisdictions. No money, securities or other consideration is being solicited by this announcement or the information
contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.
The extract(s), reconciliations or the explanation(s) provided in presentation has been prepared only for illustrative purposes and the Company does not (i) hereby commit in any form that these differences will exist in
subsequent periods, or (ii) necessarily intend to provide this in future.
None of the Group or any of its affiliates, advisers or representatives accepts any liability whatsoever for any loss howsoever arising from any information presented or contained in presentation. Furthermore, no person
is authorized to give any information or make any representation which is not contained in, or is inconsistent with, this presentation. Any such extraneous or inconsistent information or representation, if given or made,
should not be relied upon as having been authorized by or on behalf of the Group.
Presentation are strictly confidential and may not be copied or disseminated, reproduced, re-circulated, re-distributed, published or advertised in any media, website or otherwise, in whole or in part, and in any manner
or for any purpose. Any unauthorized use, disclosure or public dissemination of information contained herein is prohibited. No person is authorized to give any information or to make any representation not contained in
or inconsistent with this presentation and if given or made, such information or representation must not be relied upon as having been authorized by any person. Failure to comply with this restriction may constitute a
violation of the applicable securities laws. The distribution of this presentation in certain jurisdictions may be restricted by law. Accordingly, any persons in possession of this presentation should inform themselves about
and observe any such restrictions. By reviewing this presentation, you agree to be bound by the foregoing limitations.
By accessing this presentation, you accept that this disclaimer and any claims arising out of the use of the information from this presentation shall be governed by the laws of India and only the courts in New Delhi, India
and no other courts, shall have jurisdiction over the same.

40
40
FREQUENTLY ASKED QUESTIONS (FAQs) & ANSWERS ON THE PROPOSED REORGANIZATION OF
THE COMPANY ANNOUNCED ON 02nd JULY 2020

1
SAFE HARBOUR

The contents of these FAQs are for informational purposes only and for the reader’s personal non-commercial use. The
contents are intended, but not guaranteed, to be correct, complete, or absolutely accurate.

These FAQs also contains forward-looking statements based on the currently held beliefs and assumptions of the
management of the Company, which are expressed in good faith and, in their opinion, are reasonable. Forward-looking
statements involve known and unknown risks, contingencies, uncertainties, market conditions and other factors, which may
cause the actual results, financial condition, performance, or achievements of the Company or industry results, to differ
materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking
statements.

The Company does not make any representation, warranty or prediction that the results anticipated by such forward looking
statements will be achieved. Neither the Company nor its affiliates or advisors or representatives nor any of their respective
affiliates or any such person's officers or employees guarantees that the assumptions underlying such forward looking
statements or management estimates are free from errors and the Company disclaims any obligation or liability to any person
for any loss or damage caused by errors or omissions, whether arising from negligence, accident or any other cause.

A multitude of factors including, but not limited to, changes in demand, competition, technology, the effect of COVID 19 in
India and globally, and any macroeconomic conditions in India and globally can cause actual events, performance or results
to differ significantly from any anticipated development. Forward looking statements speak only as of the date of FAQs and
are not guarantees of future performance. As a result, the Company expressly disclaims any obligation or undertaking to
release any update or revisions to any forward looking statements in this FAQs as a result of any change in expectations or
any change in events, conditions, assumptions or circumstances on which these forward looking statements are based.
Given these uncertainties and other factors, viewers of these FAQs are cautioned not to place undue reliance on these
forward looking statements and management estimates.

Recipients of FAQs are not to construe its contents, or any prior or subsequent communications from or with the Company
or its representatives as investment, legal or tax advice. In addition, FAQs do not purport to be all inclusive or to contain all
of the information that may be required to make a full analysis of the Company or the proposed transaction. Recipients of
FAQs should each make their own evaluation of the Company and of the relevance and adequacy of the information and
should make such other investigations as they deem necessary.

These FAQs are not a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an
advertisement, an offer or an offer document under the Companies Act, 2013, the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, or any other applicable law in India. These
FAQs do not constitute or form part of and should not be construed as, directly or indirectly, any offer or invitation or
inducement to sell or issue or an offer, or any solicitation of any offer, to purchase or sell any securities nor shall it or any
part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment therefor.
These FAQs do not solicit any action based on the material contained herein. These FAQs should not be considered as a
recommendation that any person should subscribe for or purchase any securities of Motherson Sumi Systems Limited or its
subsidiaries (collectively, the “Group”) and should not be used as a basis for any investment decision. These FAQs have not
been approved and will not or may not be reviewed or approved by any statutory or regulatory authority in India or by any
stock exchange in India. These FAQs do not purport to be a complete description of the markets conditions or developments
referred to in the material.

The information contained in these FAQs are only current as of its date, unless specified otherwise, and have not been
independently verified. Please note that, you will not be updated in the event the information in the FAQs becomes stale.
You must make your own assessment of the relevance, accuracy and adequacy of the information contained in FAQs and
must make such independent investigation as you may consider necessary or appropriate for such purpose. Moreover, no
express or implied representation or warranty is made as to, and no reliance should be placed on, the accuracy, fairness or
completeness of the information presented or contained in FAQs.

2
None of the Company, its directors, promoter or affiliates, nor any of its or their respective employees, advisers or
representatives or any other person accepts any responsibility or liability whatsoever, whether arising in tort, contract or
otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered
or incurred howsoever arising, directly or indirectly, from any use of these FAQs or its contents or otherwise in connection
with FAQs, and makes no representation or warranty, express or implied, for the contents of FAQs including its accuracy,
fairness, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf
of them.

Further, past performance is not necessarily indicative of future results. Any opinions expressed in FAQs or the contents of
these FAQs are subject to change without notice. FAQs should not be construed as legal, tax, investment or other advice

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA (the "U.S."). This announcement does not constitute nor form part of any offer or invitation to sell, issue or
subscribe for securities in the U.S. or any other jurisdiction. No securities have been or will be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the U.S. or any other
jurisdiction. No securities may be offered, sold or delivered in the U.S. except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No
public offering is being made in the U.S. or in any other jurisdiction where such an offering is restricted or prohibited or where
such offer would be unlawful. Neither this announcement nor any portion hereof may be sent or transmitted into the U.S. or
any jurisdiction where it is unlawful to do so. Any failure to comply with these restrictions may result in a violation of the
Securities Act or the applicable laws of other jurisdictions. No money, securities or other consideration is being solicited by
this announcement or the information contained herein and, if sent in response to this announcement or the information
contained herein, will not be accepted.

The extract(s), reconciliations or the explanation(s) provided in FAQs has been prepared only for illustrative purposes and
the Company does not (i) hereby commit in any form that these differences will exist in subsequent periods, or (ii) necessarily
intend to provide this in future.

None of the Group or any of its affiliates, advisers or representatives accepts any liability whatsoever for any loss howsoever
arising from any information presented or contained in FAQs. Furthermore, no person is authorized to give any information
or make any representation which is not contained in, or is inconsistent with, this FAQ. Any such extraneous or inconsistent
information or representation, if given or made, should not be relied upon as having been authorized by or on behalf of the
Group.

FAQs are strictly confidential and may not be copied or disseminated, reproduced, re-circulated, re-distributed, published or
advertised in any media, website or otherwise, in whole or in part, and in any manner or for any purpose. Any unauthorized
use, disclosure or public dissemination of information contained herein is prohibited. No person is authorized to give any
information or to make any representation not contained in or inconsistent with these FAQs and if given or made, such
information or representation must not be relied upon as having been authorized by any person. Failure to comply with this
restriction may constitute a violation of the applicable securities laws. The distribution of these FAQs in certain jurisdictions
may be restricted by law. Accordingly, any persons in possession of this FAQ should inform themselves about and observe
any such restrictions. By reviewing this FAQ, you agree to be bound by the foregoing limitations.

By accessing these FAQs, you accept that this disclaimer and any claims arising out of the use of the information from this
FAQ shall be governed by the laws of India and only the courts in New Delhi, India and no other courts, shall have
jurisdiction over the same.

3
FREQUENTLY ASKED QUESTIONS (FAQs) & ANSWERS ON THE PROPOSED REORGANIZATION OF THE
COMPANY ANNOUNCED ON 02nd JULY 2020

STRUCTURE & STRATEGIC RATIONALE

1. What is the proposed reorganization and what is the strategic rationale for the same?

The proposed reorganization approved inter alia by the Board of Motherson Sumi Systems Limited
(“MSSL” / “Company”), entails demerger of Domestic Wiring Harness (“DWH”) business from MSSL into
Motherson Sumi Wiring India Limited (“MSWIL”), a wholly owned subsidiary of MSSL and subsequent
merger of Samvardhana Motherson International Limited (“SAMIL”) into MSSL. This will consolidate 100%
shareholding in Samvardhana Motherson Automotive Systems Group BV (“SMRP BV”) as well as bring all
auto component and allied businesses held at SAMIL under MSSL. The reorganization is being
contemplated pursuant to a composite scheme of amalgamation and arrangement under the Companies
Act, 2013 (“Scheme”) and is subject to regulatory approvals and other approvals inter-alia from
shareholders, creditors, NCLT etc.as may be applicable.

Please refer to the following link for an explanatory video on the mechanics of the proposed
reorganization. (Refer to video from 9th October 2020 “Explaining the Structure Change” at this Link)

Current Structure

* In addition to holding stake in MSSL (33.4%) and SMRP BV (49%), SAMIL holds investments in 15 Joint Ventures / Associate Companies and
directly in 13 Subsidiaries as at 31 March 2020. ; ^SMRP BV includes SMP, SMRC and SMR

Key steps of the reorganization are:

Step 1 - Demerger of Domestic Wiring Harness business from MSSL into MSWIL, which will eventually
be listed.
 All shareholders of MSSL, as on the record date, will be issued shares of MSWIL in the ratio 1:1,
thereby mirroring the shareholding as that of MSSL. Accordingly, in addition to the shares already
held in MSSL, the shareholders will get one additional share each in MSWIL for each share held in
MSSL. MSWIL has been incorporated as 100% subsidiary of MSSL with nominal share capital which
will be cancelled
 Post step 1, SAMIL will own 33.4% in MSWIL.

4
The shareholding pattern of MSWIL (Post step 1) (basis the shareholding pattern as at June 30, 2020)
would be as depicted in the chart below

Intermediate Structure – Post Step-1

Rationale - The demerger accomplishes the long-standing request from the Company's joint venture
partner, Sumitomo Wiring Systems (“SWS”), to keep its participation focused to DWH business in India
which is its core area of business interest. This will help enhance focus on the business and it will be better
equipped to meet current and future needs of the customers.

Step 2 - Merger of SAMIL into MSSL along with its

• 49% stake in SMRP BV,
• 33.4% shareholding in MSSL,
• 33.4% shareholding in MSWIL (issued pursuant to demerger in Step 1) and
• Stakes in other businesses and JVs held by SAMIL.

 All shareholders of SAMIL will be allotted shares of MSSL in the ratio of 51 equity shares of MSSL for
every 10 equity shares of SAMIL.
 Existing shareholding of SAMIL in MSSL (33.4% stake) will thus get cancelled.

The shares issued to shareholders of SAMIL on merger would rank pari-passu with existing MSSL shares
with respect to dividend, voting and ownership rights.

The shareholding pattern of MSSL (Post Step 2) (basis the shareholding pattern as on June 30, 2020) would
be as depicted in the structure chart below:

5
Resultant Structure – Post Step-2

1. Public includes MSSL public shareholders (26.8%) and Sojitz and employees of SAMIL (5.1%)

Rationale – This will address the long standing request of the investors to bring all the businesses of the
Motherson Group (“Group”) together. The largest business of the Group which is in SMRP BV will become
fully owned by MSSL; thereby giving the full benefit of its cash flows and future growth to shareholders of
MSSL. The reorganization diversifies MSSL’s revenue mix, product mix by addition of products like
automotive lighting, shock absorbers, sheet metal, HVAC etc. and helps capture full benefit of group
synergies by bringing support businesses and functions (like IT, logistics, travel, financial planning, legal
support, compliance, internal audit, etc.). These reside in SAMIL and will become a part of MSSL under
this reorganization.

(Please refer Investor Presentation – Poised for Next Phase of Growth dated July 2nd, 2020 for further
details on the proposed reorganization and the strategic rationale – ”Poised for next phase of Growth”).

2. What are the strategic benefits of reorganization and how will these accrete value for MSSL
shareholders?

Benefits of Demerger (Step-1)

 It will enable pursuance of independent strategic priorities for the listed entities, while at the same
time these entities continue to enjoy the benefit of the parentage of the Motherson Group as well as
its strategic partner SWS.

Benefits of Merger (Step-2)

 It simplifies the group structure and aligns the interest of all stakeholders as it brings all auto-
component & allied businesses (SAMIL Businesses) under one Motherson umbrella thereby creating a
strong platform for future growth.

 Further, MSSL’s stake in MSWIL ensures continuity of synergistic benefits to DWH business and
exposure to the fast growing India auto market.

 The reorganization also offers greater operational and financial flexibility to pursue organic/ inorganic
opportunities.

6
About SAMIL Businesses

SAMIL is part of the promoter group of MSSL and, as on date, is the single largest shareholder holding
33.4% shares in MSSL. It provides operational, strategic and management support to all Motherson
companies.

SAMIL has partnerships with global industry leaders such as Marelli, Valeo, Matsui, Anest Iwata,
Fritzmeier, Bergstrom, Nissin, etc., and has incubated several high growth businesses, some of which
enjoy market leadership positions in their respective fields.

The businesses housed under SAMIL include automotive lighting systems, extruded and injection
moulding tools and components, heating ventilating and air conditioning (HVAC) systems for vehicles,
cabins for off-highway vehicles, stamped and machined metal products, cutting tools etc.

Merger of SAMIL into MSSL would diversify product portfolio of MSSL thereby enhancing the 3CX10
strategy and reinforcing MSSL’s position as a leading, globally diversified and preferred component
supplier. It will also provide access to new technology such as hot stamping, Industry 4.0, vehicle
telematics etc. The businesses under SAMIL present a USD 200 Bn global market opportunity.

Further, SAMIL provides certain shared services to the Motherson Group such as legal, internal audit and
compliance support, product / process engineering, financial planning, M&A, procurement planning and
group travel management. Merger of SAMIL would bring such support functions in-house.

(Please refer SAMIL Overview and SAMIL Top 10 Businesses Overview presentations dated October 9, 2020
for further details– “SAMIL Overview Presentation” & “SAMIL Top 10 Businesses Overview”)

3. What was the process followed in finalizing the proposed reorganization?

The Board of Directors of MSSL in the year 2014 had constituted a Committee of Directors (Strategic
Business Matters), the scope of the committee inter-alia included undertaking a detailed review of
businesses under MSSL and suggest the need for re-organization, if any.

In 2016, scope of the committee was enlarged to include detailed review / evaluation / strategic guidance
to the management on the restructuring proposals and recommend its views to the Board/ Audit
Committee as may be necessary.

Over the years, the management of MSSL received various proposals from different investment banks
with multiple structures for re-organization. The proposed structures were discussed and deliberated in
Board committees over multiple meetings.

It was after the detailed review and analysis, a re-organization structure entailing demerger of domestic
wiring harness business and consolidation of shareholding in SMRP BV (so that it is held 100% under MSSL)
was recommended by the committee.

The following process was followed for the approval of the proposed reorganization:

7
(a) The Board of Directors of MSSL at its meeting held on January 30, 2020 granted an in principle
approval for reorganization of the business within the Group which inter-alia involved the demerger
of domestic wiring harness business and consolidation of shareholding in SMRP BV so that it is held
100% under MSSL.

(b) To further progress the said reorganization, the Board of MSSL also constituted a subcommittee of
directors to oversee the said process and inter alia, empowered the said committee to evaluate and
also to take all such necessary steps as may be required in this respect. Pursuant to the
announcement, the Company appointed several advisors and evaluated various reorganization
alternatives keeping in mind the core objectives of simplification of group structure and alignment of
all stakeholders’ interest.

(c) Since majority of SAMIL’s businesses (excluding 49% stake in SMRP BV and 33.4% stake in MSSL) held
through subsidiaries and joint ventures are engaged in auto component & ancillary businesses, the
structure involving merger of SAMIL into MSSL was proposed by advisors as it would bring all auto
component businesses under one Motherson umbrella and align interest of all stakeholders.

(d) Financial, tax and legal diligence of SAMIL and its top 11 investments (subsidiaries / joint ventures)
contributing c.87% of SAMIL’s (ex MSSL, ex SMRP BV) revenue and EBITDA (for FY20) was conducted
by independent agencies i.e., PWC (Financial and Tax Diligence) and AZB & Partners (Legal Diligence).
The due diligence reports were provided to the valuers and fairness opinion providers.

(e) Price Waterhouse & Co LLP and BSR & Associates LLP and Incwert Advisory Pvt. Ltd., a registered
valuer (together the “Valuers”) were appointed to opine on the share entitlement ratio for the
demerger and conduct an independent valuation of MSSL (excl. DWH) and SAMIL to recommend a
share exchange ratio for the merger. Axis Capital Ltd. and DSP Merrill Lynch Ltd. provided fairness
opinion on the share entitlement ratio for the demerger and share exchange ratio for the merger, to
MSSL. Kotak Mahindra Capital Co. Ltd. provided fairness opinion on the share exchange ratio for the
merger, to SAMIL.

(f) The valuation and fairness opinion reports along with the copy of the draft scheme were placed before
and approved by the respective Audit Committees and Board of Directors of MSSL and SAMIL in
meetings held on July 2, 2020. At the Audit Committee of MSSL, all committee members voted
unanimously on the resolution other than Mr. Vaaman Sehgal and Mr. Shunichiro Nishimura (being
nominee directors of SAMIL and SWS respectively). At the Board meeting, all Directors voted
unanimously on the resolution other than Mr. VC Sehgal, Mr. Vaaman Sehgal, Mr. Shunichiro
Nishimura and Mr. Takeshi Fujimi (being promoter nominee directors).

(g) The Scheme was approved by the Board of MSWIL on July 17, 2020.

4. How was the share entitlement/share exchange ratio proposed determined? What were the
various valuation methodologies used?

The Board of Directors of MSSL and SAMIL appointed BSR & Associates LLP, Price Waterhouse & Co LLP,
and Incwert Advisory Pvt. Ltd., a registered valuer for recommendation on the share entitlement ratio and
the share exchange ratio of equity shares for the proposed reorganization. Further, Axis Capital Ltd. and

8
DSP Merrill Lynch Ltd. provided fairness opinion on the share entitlement ratio for the demerger and share
exchange ratio for the merger, to MSSL. Kotak Mahindra Capital Co. Ltd. provided fairness opinion on the
share exchange ratio for the merger, to SAMIL.

Step 1: Demerger of Domestic Wiring Harness business from MSSL into MSWIL

Share Entitlement Ratio - All shareholders of MSSL as on the record date will be issued shares of MSWIL
in the ratio 1:1.

As a part of the proposed demerger, all the shareholders of MSSL, as on record date, shall become the
shareholders of MSWIL i.e., the shareholding pattern of MSWIL shall mirror the shareholding pattern of
MSSL.

Step 2: Merger of SAMIL into MSSL

Share Exchange ratio - All shareholders of SAMIL, as on record date, will be allotted shares of MSSL (Face
value Rs.1) in the ratio of 51 equity shares of MSSL for every 10 equity shares of SAMIL (Face value Rs.
10).

The share exchange ratio has been arrived at on the basis of a relative equity valuation of MSSL (ex-DWH)
and SAMIL. The valuers have used different methodologies viz., market approach (comparable companies’
multiples) and income approach (discounted cash flows) to value each of the businesses as tabulated
below. For the purpose of market approach the valuers have used a combination of historical multiples
and forward multiples.

It may be further noted that valuation of both MSSL and SAMIL are interlinked as SAMIL apart from the
businesses held through its subsidiaries and JVs, holds stakes in MSSL & its subsidiary SMRP BV.

The valuation of MSSL (ex DWH) and SAMIL was done on a SOTP basis (sum of the parts) and comprised
of following components:

# Components MSSL (Ex DWH) SAMIL

1 DWH None 33.4% Stake
2 SMRP BV 51.0% Stake 49.0% Stake (Directly)
17.0% Stake (Indirectly)
3 MSSL Ex DWH Ex SMRPBV (Others) 100.0% Stake 33.4% Stake
4 SAMIL, its various subsidiaries and JVs None Various Stakes

Key Financial Metrics of SAMIL businesses, its various subsidiaries and JVs (ex MSSL, ex SMRP BV) are
tabulated under.

Particulars (FY20) Revenue (INR Mn) EBITDA (INR Mn)

Consolidated Basis 12,863 1,263
Proportionate Basis* 20,437 2,520
Aggregate Basis 28,000 3,721
* Unconsolidated JVs have been proportionately considered

9
(The valuation and fairness opinion reports provided by the valuers and merchant bankers respectively are
available on the Company website as a part of the composite scheme document– “Composite Scheme”).

5. What will be the economic interest of the MSSL public shareholders in various businesses post
completion of the reorganization?

The economic holding of existing public shareholders in MSSL pre and post reorganization would be as
under, basis the shareholding as on June 30, 2020: (Public shareholding in MSSL as of June 30, 2020 was
38.3%)

Economic Holding in Businesses Pre Reorganization / Existing Post Reorganization

DWH 38.3% 47.2%*
SMRP BV 38.3%*51% = 19.5% 26.8%*100% = 26.8%
Others 38.3% 26.8%
SAMIL businesses 0% 26.8%
*38.3% held directly in MSWIL plus 26.8%*33.4% = 8.9% held indirectly through MSSL (aggregating to 47.2%).

6. Will the transaction be accretive for MSSL public shareholders?

At the time of announcement we had communicated that the transaction is expected to be EPS accretive
in the first year of merger itself viz., FY22.

If we look at the accretion at an EBITDA level (Earnings before interest, taxes, depreciation and
amortization), the transaction was already accretive for MSSL public shareholders even at the time of
announcement and is accretive even today. Please refer to the tables below for the economic holding of
existing MSSL public shareholders in various businesses pre and post reorganization and the proportionate
share in EBITDA which accrues to them.

FY20
Businesses Economic Holding of Existing EBITDA Proportionate EBITDA
MSSL Public Shareholders FY20 (C) FY20 (INR Mn)
Pre Reorg (A) Post Reorg (B) (INR Mn) Pre Reorg Post Reorg
D = (A X C) E = (B X C)
DWH 38.3% 47.2% 5,294 2,028 2,499
SMRP BV 19.5% 26.8% 26,575 5,182 7,122
Others 38.3% 26.8% 22,598 8,655 6,056
SAMIL* 0.0% 26.8% 2,520 0 675
Total 15,865 16,352
Accretion 3.1%
*Proportionate EBITDA of SAMIL businesses (excluding MSSL and SMRP BV)

10
Q3FY21
Businesses Economic Holding of Existing Proportionate EBITDA
EBITDA
MSSL Public Shareholders Q3 FY21 (INR Mn)
Q3 FY21 (C)
Pre Reorg (A) Post Reorg (B) Pre Reorg Post Reorg
(INR Mn)
D = (A X C) E = (B X C)
DWH 38.3% 47.2% 1,947 746 919
SMRP BV 19.5% 26.8% 12,720 2,480 3,409
Others 38.3% 26.8% 5,948 2,278 1,594
SAMIL* 0.0% 26.8% 759 0 203
Total 5,504 6,125
Accretion 11.3%
*Proportionate EBITDA of SAMIL businesses (excluding MSSL and SMRP BV)

Further, in FY 21 we have been able to successfully improve the Greenfield plants much ahead of time. As
a result of which the merger is EPS accretive basis Q3FY21 numbers which is before the guided timeline
of FY22 (i.e. the first year after merger). Please refer to the table below for EPS accretion calculations

Calculation for Q3FY21 (Proforma numbers)

Share Exchange Ratio 51 equity shares of MSSL for

10 equity shares for SAMIL
# MSSL existing shares (Mn) 3,157.9
# MSSL shares post reorganization (Mn) 4,517.6

Q3 FY21 MSSL Consolidated Ex DWH Proforma Net Income* (INR 5,372

Mn) – A
EPS – A/# MSSL existing shares 1.70

Q3 FY21 Post Reorganization Combined entity Consolidated 8,301

Proforma Net Income* (INR Mn) – B
EPS – B/# MSSL shares post reorganization 1.84

EPS - Accretion 8.0%

*PAT excluding impact of EUR 32 million at SMRPBV on account of deferred tax assets related to prior years. The impact for MSSL’s share is INR
1,366 million and for combined entity post reorganization is INR 2,679 million

GOVERNANCE, BOARD COMPOSITION AND APPROVALS

7. Which shareholders would approve the proposed reorganization?

The Scheme includes 1) demerger of the DWH business from MSSL into MSWIL and 2) merger of SAMIL
into MSSL. The Scheme will be approved by the respective shareholders of the entities involved in the
Scheme.

11
In addition to the Scheme, the shareholders of MSSL, being the ultimate shareholders of MSWIL, will, on
behalf of MSWIL, also approve the related party transactions which are: 1) existing contracts/
arrangements in relation to the DWH business which will be novated from MSSL to MSWIL as a part of the
Scheme (with related parties such as SWS including its subsidiaries and joint ventures); 2) new contracts/
arrangements between MSSL, its subsidiaries and joint ventures, on the one hand, and MSWIL on the
other hand, arising as a result of the Scheme.

Since MSSL shareholders will get shares of MSWIL in a 1:1 ratio, and the shareholding of MSWIL will mirror
that of MSSL as on the record date, the approval for the related party transactions to be undertaken by
MSWIL on the Scheme becoming effective is being sought from MSSL shareholders in their capacity of
being the ultimate shareholders of MSWIL.

While the existing contracts that are being novated do not require a shareholder approval under
applicable laws, MSSL is approaching minority shareholders to vote on these as a practice of good
corporate governance. For the Scheme, a simple majority of the minority shareholder will be required.
For the RPT approvals, a simple majority would be required, however, as per applicable laws, all entities
falling within the definition of related parties shall not vote to approve the relevant transactions
irrespective of whether such entities are a party to the particular transaction or not.

8. What are the various approvals required from regulatory perspective for the proposed
reorganization?

The proposed reorganization requires the following regulatory approvals:

(a) Observation letter / no-objection letters from

• BSE Limited (received on December 4, 2020) and
• National Stock Exchange of India Limited (received on December 7, 2020);
(b) Approval of the CCI;
(c) Order of the NCLT sanctioning the proposed reorganization; and
(d) Intimation to the Reserve Bank of India.

9. What is the appointed date for the demerger of DWH business into MSWIL? What is the significance
of appointed date?

The appointed date for the demerger is April 1, 2021. Appointed date is the date from which the Scheme
will come into effect. It is the date from which separate books of accounts of MSWIL and MSSL (post reorg)
will be reconstructed in accordance with applicable laws and all the contracts and arrangements etc. with
respect to the DWH business shall be moved to MSWIL.

12
10. What are the activities to be completed prior to listing of equity shares of MSWIL?

The broad steps to be undertaken prior to the listing of the equity shares of MSWIL are as follows:
Steps

Receipt of observation letters / no-objection letters from BSE, NSE

1
and SEBI

2 Filing of first motion petition with the NCLT to seek an order to call
for shareholders' meetings for scheme approval

Convening and holding shareholders' / creditors' meetings to

3
approve the proposed reorganization tentatively on 29th April 2021

Filling of second motion petition with the NCLT, seeking sanctioning

4
of the Scheme under the Companies Act, 2013

Filing of certified copy of the NCLT order with

5
RoC

6 Application to Stock Exchanges / SEBI for listing approval

Issuance of the shares of MSWIL to the shareholders of MSSL

7 shareholders as of the relevant record date and taking all steps
necessary for listing of MSWIL shares

Completed

(Please refer presentation “Addendum to Investor Presentation on Proposed Reorganization” dated 17th
February, slide 27 for progress on Scheme implementation).

11. Will there be any change in composition of Board of the Company post reorganization?

Currently, the constitution of Board of Directors of MSSL and its Committees members are in conformity
with the SEBI Listing Regulations and Companies Act, 2013 and accordingly, a minimum of 50% of directors
on the Board of MSSL are independent directors. Similarly, various board committees of MSSL are also in
compliance with SEBI regulations with adequate representation of independent directors / chairperson
being an independent director. Details of current constitution of the Board of Directors and various
Committees are available at www.motherson.com.

That said, the composition of the Board of Directors of MSSL and other committees may change
considering revised business requirements of the merged entity (post the merger of SAMIL). The construct
of the Board of Directors and such committees will continue to be in conformity with SEBI Listing
Regulations and Companies Act, 2013. Accordingly, the Board of Directors of MSSL will continue to have

13
a minimum 50% of directors as independent directors so long as the chairperson is a not a non-executive
director or is a promoter.

12. What will be the constitution of Board of MSWIL (DWH Entity)?

The board of MSWIL is expected to have 10 members. The constitution of the Board of Directors of MSWIL
will be in compliance with applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and the Companies Act, 2013.
Accordingly,
• A minimum of 50% of the directors on the Board of MSWIL will be independent directors so long as
the chairperson is not a non-executive director or is a promoter.
• Further, MSSL and MSWIL will not have any common independent directors.
• The Board of Directors of MSWIL will have directors nominated by the promoters, which includes the
nominees of the MSSL (post reorganization) and SWS.

In addition, the Board of MSWIL will constitute various board committees, including, Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The constitution of various Board Committees will also be in compliance with applicable provisions of SEBI
Listing Regulations and Companies Act, 2013 such as:

(a) Audit Committee: Two-thirds of members of the Audit Committee will be independent directors and
the Chairperson will also be an independent director.
(b) Nomination and Remuneration Committee: At least 50% of the members will be independent
directors and all members of the committee will be non-executive and the Chairperson will also be an
independent director.
(c) Stakeholders Relationship Committee: At least one of the members will be an independent director
and the Chairman will be a non-executive director.

RELATED PARTY TRANSACTIONS

13. Will there be any related party transactions that MSWIL (DWH Business) will enter into with MSSL
and SWS (and their respective subsidiaries and JVs)? What is the rationale for the proposed related
party transactions?

As on date, the DWH business is being carried on as a part of the business of the Company and has
various inter-dependencies with the other verticals of the Company. The DWH business sources
various goods or materials, including wires, various tools, jigs, fixtures, rubber parts and certain other
components which are used to manufacture wiring harnesses. MSSL has over the years developed an
in-house value chain of these products through various backward integration initiatives which gives it
a distinct cost advantage. Similarly, MSSL leverages DWH business’ world class technology and vast
experience in cost-efficient manufacturing and procures wiring harness which is used as child parts in
the manufacture of other components. Further, MSSL has a central team for some of the key functions
in the areas of finance, procurement, IT, logistics etc., the services of which are availed by each of the
businesses including DWH business. These existing arrangements are currently not disclosed
separately as they are inter-division procurements / allocations of the same legal entity i.e., MSSL.

14
 While the DWH business will be demerged into MSWIL, it will continue to be one of the key businesses
for MSSL. To ensure that, post the demerger, the benefit of the in-house value chain continues to be
available to all the businesses, certain related party transactions are proposed between MSWIL and
MSSL (including its subsidiaries and JVs), MSWIL and SWS (including its subsidiaries and JVs). These
related party transactions will be undertaken with the objective of ensuring continuity to existing
operations and pooling of resources to avoid duplicity which ensures mutual benefit to MSSL and
MSWIL. Thus, shareholders of both the companies will benefit.

The guiding principles of the related party transactions are:

• All contracts/ arrangements are on an arms-length basis,
• No contract/ arrangement will be exclusive in nature,
• These contracts/ arrangements will have varied but definite tenure with prescribed monetary
thresholds, and
• Transactions will be undertaken in compliance with all applicable laws, including obtaining
shareholders’ approval wherever applicable.

Summary of the proposed related party transactions are mentioned below:

• Purchase of components and wires – MSWIL will procure various tools, jigs, fixtures, wires, rubber
parts, connectors, other components which are required to manufacture / assemble wiring harness
and certain capital items required for the domestic wiring harness Business from MSSL (including its
subsidiaries and JVs) and SWS (including its subsidiaries and JVs). All these transactions are on a
continuing basis and undertaken on an arm’s length basis and are in the ordinary course of business.

• Sale of wiring harness and components – Wiring harnesses are also used as child parts to
manufacture / assemble products such as internal / external mirror(s), headlight lamps etc. will
continue to be supplied to MSSL (including its subsidiaries and JVs) and SWS (including its subsidiaries
and JVs) by MSWIL.

• Functional Support Services from MSSL and other Group entities - MSSL has a central team for key
functions in the areas of finance, procurement, logistics, HR, IT, product / process design,
development and engineering and other services such as travel management, infrastructure support
etc., services of which are used by all divisions including the DWH business. Additionally, as on date,
there are certain services being rendered by SAMIL (either directly or through its subsidiaries and joint
ventures) to MSSL, the benefit of which is also availed by the DWH Business. This leads to various
operating synergies which results in reduction of cost. MSWIL will continue to use such common
services from MSSL (post re-org) and its subsidiaries / joint ventures (including subsidiaries and joint
ventures of SAMIL which will become subsidiaries and joint ventures of MSSL pursuant to the Scheme)
on an arms-length basis.

• Technical Assistance from SWS – Currently, MSSL and SWS have a technical assistance agreement in
relation to the DWH business. Pursuant to the demerger of DWH business into MSWIL, the technical
assistance agreement will be assigned on the same commercial terms to MSWIL.

• Management Services from MSSL – MSSL provides management support and advice, local
relationships, ground level assistance etc. to the DWH business which is currently part of MSSL. The

15
 contribution by MSSL is crucial to the growth and development of the DWH business. Pursuant to
demerger of DWH business into MSWIL, MSSL will continue to provide strategic guidance and
management support to MSWIL. The commercial terms of the contract will be same as that of the
technical assistance agreement with SWS.

• Lease Arrangement from MSSL – The DWH business that is being demerged into MSWIL from MSSL,
inter alia, consists of various manufacturing units and offices. The land and building of such
manufacturing units are originally owned and / or leased in name of MSSL and are also being utilized
by other businesses of MSSL. Since, many of the factories pertaining to the DWH business are on long
term leases taken from government authorities / industrial parks, the process of transfer would be
time consuming, cost inefficient and can potentially impact the continuity of the business. Therefore,
as part of Scheme, MSSL will continue to retain such immovable assets and all such manufacturing
units and offices will be leased / sub-leased to MSWIL by MSSL, on the Scheme becoming effective.
The rent/ lease amount will be based on a valuation report issued by Knight Frank.

• Car Lease Arrangement – Currently MSSL leases cars for its employees and other corporate purposes
from a promoter group entity on arm’s length basis. This is a centralized leasing service for the entire
Group and to take the benefits of group volumes consolidation, the arrangement is expected to
continue with MSWIL as well (on a non-exclusive basis) on an arm’s length basis.

A majority of the proposed related party transactions are in continuation of existing arrangements and
the incremental cost from related party transactions between MSSL / SWS and MSWIL are expected to be
only c.2% of the revenue of MSWIL.

It may be noted that the related party transactions mentioned above will cover transactions undertaken
by MSWIL with subsidiaries and joint ventures of SAMIL, which will become subsidiaries and joint ventures
of MSSL pursuant to the Scheme

It may be noted that these proposed arrangements would be reviewed by Audit Committee of MSWIL on
an annual basis to ensure alignment with the agreed principles.

The below table captures the key terms of the proposed related party arrangements:

16
 Particulars FY 20 Quantum 9M FY21 Quantum Proposed Cap Tenure Rationale for Higher Cap Incremental
due to reorg
(% of DWH Net (% of DWH Net (% of DWH Net (Yes / No)
Revenue) Revenue) Revenue)

Purchase of From MSSL: From MSSL: From MSSL: 10 years Fluctuations in No

components c.29.3% c.32.0% 34.5% commodity pricing.
and wires From SWS: From SWS: From SWS: Changes in product mix
c.14.7% c.14.1% 17.5% and room for import
content localization.
Sale of wiring c.1.7% c.1.3% 2.0% 10 years Businesses which are No
harness and procuring wiring harness
components from DWH are all high
growth businesses (such
as automotive lighting,
off highway vehicle
cabins, HVAC systems,
mirrors etc.). This cap is
to factor in their future
growth potential.
Functional c.4.7% c.3.8% 5.0% 10 years Thresholds aligned with No
Support historical levels.
Services from
MSSL and other
Group entities

(includes
shared, IT and
other services)

17
 Particulars FY 20 Quantum 9M FY21 Quantum Proposed Cap Tenure Rationale for Higher Cap Incremental
due to reorg
(% of DWH Net (% of DWH Net (% of DWH Net (Yes / No)
Revenue) Revenue) Revenue)

Technical c.0.6% c.0.6% 1.0% 10 years Existing arrangement, the No

Assistance technical assistance
from SWS agreement will be
assigned on same
Derived based on certain % of net value commercial terms to
addition which works out to c.0.6% of DWH MSWIL.
Net Revenue on an implied basis.

Management c.0.6% c.0.6% 1.0% 10 years Same commercial terms Yes

Services from as proposed in TA
MSSL agreement with SWS.
Lease INR 545 Mn INR 429 Mn FY 22 estimated 10 years Annual escalation of 5%. Yes
Arrangement c.1.4% c.1.6% amount is INR (lock in of
from MSSL 600 Mn, subject 5 years)
to an annual
escalation of 5%
therafter
Car Leasing c.0.2% c.0.2% 0.5% 10 years Thresholds aligned with No
Arrangement historical levels.

Please turn to next page for Q. 14

18
14. What will be the process for approval of related party transactions?

• The Company is proposing to convene a separate shareholders’ meeting to approve the related party
transactions on behalf of MSWIL, immediately after the NCLT convened shareholders’ meeting for
approving the Scheme, on the same day.

• Accordingly, there will be two separate shareholders’ meeting, one to approve the Scheme and
second to approve the related party transactions on behalf of MSWIL. A separate notice for the
approval of related party transactions will be circulated to the shareholders.

• Once the shareholders’ approval has been obtained, the proposed related party transactions will be
entered into and operationalized post the NCLT order for the Scheme. Considering that the related
party transactions would be material transactions for MSWIL, as per the SEBI Listing Regulations, none
of the related parties of the Company (as defined under the Listing Regulations) shall vote on the RPT
resolutions.

• While the existing contracts in relation to the DWH business that are being assigned / novated to
MSWIL pursuant to the Scheme do not require a shareholder approval, MSSL is nonetheless
approaching its shareholders to seek their consent on behalf of MSWIL as a matter of good corporate
governance practice.

(Please refer Investor Presentation – Poised for Next Phase of Growth dated July 2nd, 2020 and
Addendum to Investor Presentation dated 17th February 2021)

19
Appendix: Glossary

BSE BSE Limited

CCI Competition Commission of India
DWH Domestic Wiring Harness
EBITDA Earnings before Interest, Taxes, Depreciation and Amortization
EPS Earnings Per Share
JV Joint Venture
MSSL Motherson Sumi Systems Limited
MSWIL Motherson Sumi Wiring India Limited
NCLT National Company Law Tribunal
NSE National Stock Exchange of India Limited
RoC Registrar of Companies
SAMIL Samvardhana Motherson International Limited
SEBI Securities and Exchange Board of India
SMRP BV Samvardhana Motherson Automotive Systems Group BV
SWS Sumitomo Wiring Systems Limited, Japan

20