Placement Document

Not for Circulation

Serial Number: _____
Strictly Confidential

MOTHERSON SUMI SYSTEMS LIMITED

Motherson Sumi Systems Limited (our Company was incorporated pursuant to a certificate of incorporation dated December 19, 1986 issued by the Registrar of Companies, at Delhi &
Haryana, as a private limited company under the provisions of the Companies Act, 1956, as amended, and subsequently converted into a public limited company pursuant to a fresh certificate of
incorporation issued by the Registrar of Companies, at Delhi & Haryana on April 29, 1987. For further detai General Information
220 of this Placement Document.
Registered Office: Unit 705, C Wing, One BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai 400051, Maharashtra, India
Corporate Office: Plot No. 1, Sector 127, Noida 201 301, Uttar Pradesh, India
CIN: L34300MH1986PLC284510;
Telephone No.: +91 120 6752 100; Facsimile No.: +91 120 2521 866; Email: investorrelations@motherson.com; Website: http://www.motherson.com.
Our Company is issuing 62,884,827 Equity Shares (as defined below) at a price of 317 per Equity Share (the Issue Price ), including a premium of 316 per Equity Share, aggregating up to
19,935 million (the Issue ). To ensure that the shareholding of Sumitomo Wiring Sys SWS has issued 17,762,460
Equity Shares to SWS, one of our promoters, on September 12, 2016, through a preferential issue as permitted under Chapter VII of the SEBI ICDR Regulations and other applicable laws
Preferential Issue to SWS

ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
ICDR , AND SECTION 42 OF THE COMPANIES ACT, 2013, AS AMENDED AND THE RULES
MADE THEREUNDER

The total number of issued and paid-up equity shares of ou is 1,340,641,500 Equity Shares
BSE NSE Stock Exchanges The closing price of the outstanding Equity Shares on
the BSE and the NSE on August 31, 2016 was 322.55 and 322.55 per Equity Share, respectively. In-principle approvals under Regulation 28(1)(a) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for listing of the Equity Shares have been received from the BSE and the NSE on September 8, 2016 and September 8,
2016, respectively. Applications have been made for obtaining the listing and trading approvals for the Equity Shares to be issued pursuant to the Issue on the Stock Exchanges. The Stock
Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to be issued pursuant to the Issue
for trading on the Stock Exchanges should not be taken as an indication of the merits of our Company or of the Equity Shares.

OUR COMPANY HAS PREPARED THIS PLACEMENT DOCUMENT SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE.

A copy of the Preliminary Placement Document (which includes disclosures prescribed under Form PAS-4 (as defined hereinafter) has been delivered to the Stock Exchanges. A copy of this
Placement Document (which includes disclosures prescribed under Form PAS-4) will also be delivered to the Stock Exchanges. Our Company has also made the requisite filings with the Registrar
of Companies, at Mumbai, Maharashtra RoC SEBI , each within the stipulated period as required under the Companies Act, 2013 and the
Companies (Prospectus and Allotment of Securities) Rules, 2014. This Placement Document has not been reviewed by SEBI, the Re RBI Exchanges, the RoC or
any other regulatory or listing authority and is intended only for use by Eligible QIBs (as defined below). This Placement Document has not been and will not be registered as a prospectus with the
RoC, will not be circulated or distributed to the public in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction.

THE ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE TO ELIGIBLE QIBs (AS DEFINED BELOW), IN RELIANCE UPON SECTION
42 OF THE COMPANIES ACT 2013 AND THE RULES MADE THEREUNDER AND CHAPTER VIII OF THE SEBI ICDR REGULATIONS. THIS PLACEMENT DOCUMENT
IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND ONLY QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN REGULATION 2(1)(zd) OF THE SEBI ICDR
ICDR REGULATIONS; AND (B) RESTRICTED FROM
PARTICIPATING IN THE ISSUE UNDER THE SEBI ICDR REGULATIONS AND OTHER APPLICABLE LAWS, ARE ELIGIBLE TO INVEST IN THIS ISSUE.

YOU MAY NOT AND ARE NOT AUTHORISED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT
DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENT OR UTILISE ANY MEDIA, MARKETING OR DISTRIBUTION
CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR REPRODUCTION OF THIS PLACEMENT DOCUMENT IN
WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI ICDR REGULATIONS OR
OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

INVESTMENTS IN EQUITY SHARES INVOLVE A DEGREE OF RISK AND PROSPECTIVE INVESTORS SHOULD NOT INVEST IN THE ISSUE UNLESS THEY ARE
PREPARED TO TAKE THE RISK OF LOSING ALL OR PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS ARE ADVISED TO CAREFULLY READ THE
SECTION RISK FACTORS ON PAGE 40 OF THIS PLACEMENT DOCUMENT BEFORE MAKING AN INVESTMENT DECISION RELATING TO THE ISSUE. EACH
PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN THE EQUITY
SHARES BEING ISSUED PURSUANT TO THIS PLACEMENT DOCUMENT.

This Placement Document (which includes disclosures prescribed under Form PAS-4) will be circulated only to such Eligible QIBs whose names are recorded by our Company prior to making an
invitation to subscribe to the Equity Shares.

Invitations, offers and sales of Equity Shares to be issued pursuant to the Issue shall only be made pursuant to this Placement Document together with the Application Form and this Placement
Document and the Confirmation of Allotment Note. For further details, please see section Issue Procedure on page 174 of this Placement Document. The distribution of this Placement
Document or the disclosure of its contents without our Company Eligible QIBs and persons retained by Eligible QIBs to advise them with respect to their
purchase of Equity Shares, is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and to make
no copies of this Placement Document or any documents referred to in this Placement Document.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, Securities Act
Regulation S m, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. The Equity Shares are being offered and sold (1) in
144A under the Securities Act) pursuant to Section 4(a)(2) of the Securities Act and (2) outside the United States in reliance Selling Restrictions
Transfer Restrictions 187 and 193, respectively.

The information on our Company our Company or the websites of the Book Running Lead Managers or any of their respective
affiliates, does not constitute nor form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, any such websites.

BOOK RUNNING LEAD MANAGERS

JM Financial Institutional UBS Securities India Private ICICI Securities Limited IDFC Bank Limited IIFL Holdings Limited*
Securities Limited Limited

* In compliance with the proviso to Regulation 21A(1) of the SEBI Merchant Bankers Regulations, 1992, as amended (Merchant Bankers Regulations), IIFL Holdings Limited will
be involved only in the marketing of the Issue.
This Placement Document is dated September 13, 2016.