Varroc Engineering Limited

Regd. & Corp. Office

L·4, MIDC, Industrial Area I Tel +91 240 6653600 Waluj, Aurangabad 431 136 Fax +91 240 2564540 Maharashtra, India

email: [email protected] www.varrocgroup.com I CIN: L28920MH1988PLC047335

VARROC/SE/1 NT /2018-19/38 November 30, 2018

A -v/' ~~ eManager- Listing The Listing Department, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East}, Mumbai-400051.

NSE Symbol: VARROC

2} The Man lr:usting The Corporate Relation Department, BSE Li r:ri'ited, ze Jeejeebhoy Towers, D al Street, Fort, umbai-400001 .

BSE Security Code: 541578 Security ID: VARRROC

Dear Sir/Madam,

Sub.: Intimation of Non-Deal Investors Roadshow in Mumbai·
Ref.: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 30 (6) of the SEBI Listing Regulations, 2015, this is to inform you that, the Company is organising Non-Deal Investor Roadshow with various investors in Mumbai on Monday, 03rd December 2018, at Vibgyor Towers, Bandra Kurla Complex, Mumbai.

The presentation for the same is attached with this communication . The above information along with the Presentation will also be available on the website of the Company.

You may disseminate this information to all concerned.

Thanking you,

Yours faithfully, For~ Limited

Rakesh Darji Company Secretary & Compliance Officer

End: Presentation

November 2018

Corporate Presentation

Varroc is the 2nd Largest Indian Auto Component Group(1) with a Global Footprint

Founded in 1988 in Aurangabad, India by the Jain family
Successful listing on the Indian Stock Exchanges in July 2018

Two primary business lines:

1. Varroc Lighting Systems ("VLS"): global supplier of exterior lighting systems to passenger car OEMs
2. Varroc India Business: manufacturer and supplier of diverse range of auto components primarily to 2W, 3W and 4W OEMs
- Strong, long-lasting, growing customer relationships with marquee auto OEMs globally and in India
- Well-diversified global auto component business across geographies, products and customers
Low cost, strategically located global manufacturing footprint
37 Operating plus 4 Upcoming Manufacturing Facilities and 16 R&D Centres across 5 continents
In-house R&D capabilities in India, Czech Republic, China(5), USA, Mexico, Germany, Italy, Romania and Poland
1,414 R&D engineers(6); 185 patents granted globally(6)
Experienced management team supported by reputed Board
14,200+ employees across the globe(6)

Leading

tier-1 manufacturer and supplier to the Indian 2W and 3W OEMs(4)

6 th

Largest(2), fastest growing among top six global exterior auto lighting suppliers

INR 110bn FY18 revenue(3)

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

FY18 Revenue: INR 103.8 bn 100% China JV FY18 Revenue: INR 12.3 bn(1)

(5) (5) (5) (5) (5)

Consolidated Invoice Amount Split by Customer(3) Revenue Split by Segment(4)

Diversified business in developed and emerging markets with strong India presence
Comprehensive range of engine agnostic products
Diversified customer relationships; no customer has >20% share
Presence in fast growing India 2W and Global PV lighting segments

Note: (1) 50% China revenues not included in FY18 (JV accounted under equity method). (2) Includes IMES and Triom and other parts of the India business. (3) By invoicing; 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 and customer E is a large European car manufacturer. (4) 4W – 4-wheeler (includes PV), 2/3W – 2/3-wheeler. (5) Bajaj and Honda are customers of the India Business; Customer A, B, C, D, E are mainly the customers of the global lighting business.

Varroc – The Transformation into a Global Auto Component Group

Vision, Mission and Values

Vision : To be a Rs 200 billion supplier of innovative solutions for transportation and allied industry in 2020

Core business sectors will be exterior lighting and two-wheelers mobility
Be a partner of choice for vision, mobility and emission technologies
Be the fastest growing player in our core sectors
Be among the Top 3 players in the global lighting business

Mission

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

By delivering customized solutions with superior service with speed, agility, creativity and,

Fostering an environment that empowers employees and encourages the pursuit of excellence

Values

We consider our core values of Sincerity, Humility, Integrity, Passion and Self-discipline (SHIPS) as essential to continue to grow our business

Varroc — Key Strengths

Low Cost, Strategically Located Global Manufacturing Footprint

37 Operating plus 4 Upcoming Manufacturing Facilities and 16 R&D Centers Across Asia, Europe, Africa, North and South America

Manufacturing and R&D footprint spread across low cost countries
Proximity to OEMs leading to cost effectiveness and quicker turnaround times
Pan-India presence enabling proximity to customers across key automotive hubs

Auto Component Business with Diversified Product Lines

	VLS		Varroc's India Business	Other
	PV Lighting	Polymer	ElectricalMetallic	IMESTriom
Description	•Leadingglobal supplier ofexteriorautomotive lightingsystems for PV	•One of the largestpolymer solutionproviders to the2W OEMs with a PanIndia presence	•Offers comprehensive•Supplies precision forgedsolutions in& machined parts forelectrical-electronicsengines andcomponents,transmissionsassemblies for•Suppliesautomotive applicationsin domestic andand lighting productsinternational markets	•Manufactures•High endhot steellightingforged partssystems forfor thethe globalconstruction2W industryengines valvesand oil & gasindustries
Select ProductPortfolio	Head LampsRear LampsXenonLEDLEDOtherLightsMatrix	MirrorAir FilterAssembliesAssembliesSeatTrims (InteriorAssemblies& Door)	Digital InstrumentTransmissionCDIClusterAssemblyMotor (StarterConnecting& Wiper)MagnetoRodEngine Valves	Drill bitUndercarriagecones &CrankshaftTail + BlinkerLinksheadsTailUndercarriageGearsLightHeadlightSegments
ManufacturingFacilities	8 Facilities –Czech Republic(2), China (2), Turkey (2)Mexico & India2 upcoming Facilities –Brazil& Morocco	15 Facilities –India(1)	7 Facilities –India(1)2 upcoming5 Facilities–Facilities –India	3 Facilities -India(1)Italy, Romania2 Facilities –Italyand Vietnam
Revenue Mix(2)	60.8%	16.0%	10.2%6.3%	4.1%(3)
CustomerSegment	PV	2W, 3W, PV & CV	2W, 3W, PV&CV2W, 3W, PV, CV & OHV	Earth-moving &2WOil-drilling

A diversified product portfolio catering to 2W, 3W, PV, CV & OHV Segments Low-cost strategically located global manufacturing facilities; pan-India presence near major auto hubs

Note: (1) Varroc's India Business has 25 manufacturing facilities; Pantnagar facility caters to all 3 verticals of Indian business. (2) For FY18. (3) Represents revenue contribution of IMES and Triom only; total contribution of other businesses is 6.7% which includes revenue from IMES, Triom and other India businesses 8

India Business: Comprehensive Solution Provider to 2W OEMs in India

Diversified Portfolio Catering to 2W and 3W Segments

Wide range of products across Polymer, Electrical and Metallic segments; One-Stop Shop for customers enabling cross-selling

VLS: Wide Range of Lighting Product and Technology Offerings

Broad Portfolio of Lighting Technologies for PV OEMs Globally

Full portfolio of head lamp and rear lamp providing a wide range of products
Established presence in key emerging technologies such as LED, OLED Laser, Matrix
Quick adoption of new technology to grow product portfolio
Customized products for OEMs with long standing relationships
Providing cost effective, cutting edge technology products

Varroc is 6th Largest Global Auto Lighting & 2nd Largest Indian Auto Component Supplier

Concentrated market – top 8 players account for >90% of over-all market
Long-standing, growing customer relationships with marquee OEMs
Low cost, diversified global manufacturing and R&D footprint
Providing cost effective, cutting edge technology products
India is one of the largest 2W market globally(2); expected to grow at 8-10% CAGR from FY17-20

-----------------------------------------

Supplier to 2W OEMs who cover ~85% of total domestic 2W sales
One-stop shop for 2W OEMs allowing cross selling

Note: (1) Based on Yole Report for VLS and CRISIL Report. For India (2) In terms of domestic sales. (3) Sundaram Clayton is the holding company of TVS Motors Ltd. which is into sales of two and three wheelers having a revenue of INR 132 bn. Remaining revenue is largely from the auto component space. (4) Bosch Ltd is a subsidiary of Robert Bosch GmbH (Germany). 11

India Business : Continuous Focus on R&D Capabilities; Enhancing Product Portfolio

Additions to Product Portfolio Over the Years Paper filter elements LED HL LED TL Digital clusters Select Offerings 1990-2000 2000-2010 2010-2015 2016 2017 • Plastic fan and shroud • Molded body parts • Engine Valves • Seats • Air Filters • Painted Parts •Interior Molded Parts • Mirrors • Lighting • Magneto • Starter Motor • LED TL • Catalytic converters • Transmission Assembly • Expanded Forging Business in Europe • Paper filter elements • 6-cylinder crankshaft • LED HL •Polymer Products •Electrical Products •Metallic Products 2018 • Electronic Fuel Injection Engine Valves

Proprietary products with continuous focus on innovative, cost competitive designs
Continuous focus on R&D and product development
New technology tie ups for development of catalytic converter and electronic fuel injection systems
GoI's DSIR approved R&D centers
450+ engineers located in 5 R&D centers

R&D Efforts Seek to Capitalize on Emerging Trends

Regulation change creates potential for suppliers with robust operational systems to cross sell product lines; core auto themes like light-weighting and affordability will continue to guide OEM decision making

Experienced Management Team Supported by Reputed Board

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

Ashwani Maheshwari^ Chief Executive Officer and Whole-time Director

• Previously worked as President at Birla Tyres at Kesoram Industries Limited, Senior Vice President – India Business division in ITC Infotech India Ltd

Stephane Vedie President and CEO – VLS

Total Experience: 13 years in Automotive Lighting
Previously associated with Magnetti Marelli

T. R. Srinivasan Group Chief Financial Officer

Total Experience: ~29 years
Previously associated with Hindustan Lever Ltd, ATC Tires Private Ltd

Arjun Jain* Business Head – Electrical –Electronics Division and Whole-time Director

• Previously associated with Bain & Co India Pvt. Ltd.

Sethumadhavan D.

Business Head - Polymer

Total Experience: ~22 years
Previously associated with Assa Abloy, Stanley Black & Decker, Schneider Electric, General Electric and Lucas TVS

Naresh Chandra* Chairman and Non-Executive Director

Total Experience: 35+ years in the automobile industry
Previously associated with Kaycee Industries

Marc Szulewicz Independent Director

• Ex-General Manager, Foreign equipment division, Plastic Omnium Management

Vijaya Sampath Independent Director

• Lawyer, ex-Group General Counsel for Bharti Airtel Ltd

Gautam Khandelwal Independent Director

• Executive Chairman, Nagpur Power and Industries Ltd

Vinish Kathuria Independent Director

• Co-Founder and President of Rank software Inc.

Financials & Share Details

Financial Summary : Key Performance Indicators

Revenue Trend last 6 years and current year YTD

ROCE & ROE trend*

EBITDA and EBITDA margin #

*Calculated using reported numbers on a trailing twelve month basis; 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 / H1FY19 EBITDA margin is like-for-like.

Financial Summary : Income Statement H1 19

(INR million)	H1 FY 19	H1 FY18	% Change
Revenue from Operations -Reported	59,281	48,534	22.1%
Revenue from Operations : like-for-like	58,931	46,158	27.7%
Other Income -Operating	329	131
Other Income -non-Operating	116	7

EBITDA* : Reported	5,613	4,449	26.2%
EBITDA : like-for-like $	5,118	4,118	24.3%
EBITDA %	8.7%	8.9%

Depreciation	2,707	1,859	45.6%
Interest	437	438	-0.2%
Share of net profits of JVs under equity method	202	254	-20.7%
PBT -Reported	2,787	2,414	15.5%
Tax	774	504	53.7%

PAT -Reported	2,013	1,910	5.4%

Financial Summary : Segmental Break-up

Fiscal year ending March 31,
(INR million)		FY16	FY17		FY18		HY19 (like-for-like)
Revenue		%		%		%		%
Global Lighting Business	48,198	58.6%	61,242	63.7%	63,118	60.8%	34,351	58.3%
India Business	30,807	37.5%	31,681	33.0%	36,406	35.1%	21,928	37.2%
Other Businesses	3,185	3.9%	3,163	3.3%	4,261	4.1%	2,735	4.6%
Eliminations							(83)
Total	82,189		96,085		1,03,785		58,931
China JV	12,235		15,339		12,287		2,727
EBITDA Margin
Global Lighting Business	6.5%6.2%7.8%			6.7%
India Business	8.8%		8.8%		10.6%		11.2%
Other Businesses1.5%			5.5%		9.4%		12.3%
Total7.2%			7.0%		8.8%		8.7%
China JV		13.4%	15.3%		15.7%		12.0%

Financial Summary : Balance Sheet

	Fiscal Year Ending March 31,
(INR mn)	2016	2017	FY18	H1 FY19
Assets
Non-current Assets
Fixed Assets	24,263	26,881	31,480	41,472
Others -Non-current Assets	4,508	4,538	6,439	7,765
Total Non-current Assets	28,771	31,419	37,920	49,237
Current Assets
Current Investments	119	0	30	93
Cash and Bank Balances	1,772	3,541	3,289	2,225
Others -Current Assets	21,697	23,644	27,285	33,076
Total Current Assets	23,587	27,185	30,604	35,394
Total Assets	52,459	58,604	68,524	84,630
Equity and Liabilities
Shareholder's Funds
Share Capital	262	135	135	135
Reserves and Surplus	17,366	21,719	28,145	29,210
Minority Interest	203	202	208	226
Total Shareholder's Funds	17,832	22,055	28,488	29,571
Non-current Liabilities
CCPS	2,060	-	-	-
Long-term Borrowings	5,573	7,553	6,361	9,787
Others -Non-current Liabilities	1,392	1,044	1,944	2,227
Total Non-current Liabilities	9,026	8,597	8,306	12,014
Current Liabilities
Short-term Borrowings	6,419	7,578	5,629	13,446
Others -Current Liabilities	19,182	20,374	26,102	29,599
Total Current Liabilities	25,601	27,951	31,730	43,045
Total Equity and Liabilities	52,459	58,604	68,524	84,630

Shareholding Details

	Shareholding PatternInstitutional13.6%	Promoters85%
	Equity Share Information
••	Share Price (As on 13thNovember 2018)Market Capitalization	INR 814.80INR 109,844Mn
	(As on 13thNovember 2018)
•	Financial Year	April to March
•	Listing Details Indian Stock Exchange	NSE (VARROC.NS)BSE (541578)
•	Bloomberg Code	VARROC:IN

Top Institutional Shareholders *
Axis MF	2.9%
Nomura	2.2%
Capital World	2.1%
T Rowe Price	1.3%
L&T MF	0.9%
IIFL	0.6%
First State	0.5%
DSP Blackrock	0.5%
SBI MF	0.4%
Motilal Oswal MF	0.3%
Schroders	0.3%
SBI Life	0.3%
ICICI Pru. MF	0.2%
Infina Finance	0.1%
Morgan Stanley	0.1%
Kotak MF	0.1%
Others	0.8%
Total Institutional holders	13.6%

* As on 26th October, 2018. Shareholding under multiple portfolios/ plans clubbed together. Stake rounded off to nearest decimal