Samvardhana Motherson International Limited

rs,

MUMBAI – 400051, India BSE Limited 1st Floor, New Trading Ring Rotunda Building P.J. Towers, Dalal Street Fort MUMBAI – 400001, India Scrip Code : MOTHERSON Scrip Code : 517334 Subje

100%

s) Regulation, 2015 Dear Sir / Madam, Samvardhana Motherson International Limited (“SAMIL”) via 100% subsidiary of SMRP B.V. (“SMRP B.V.”) has entered into an agreement to acquire 81% stake in Yachiy

81%

(“SAMIL”) via 100% subsidiary of SMRP B.V. (“SMRP B.V.”) has entered into an agreement to acquire 81% stake in Yachiyo’s 4W (Y4W) Business housed under Yachiyo Industry Co. Ltd. (‘Yachiyo’). SMRP B.V.

50.4%

s of 4W and 2W business (Housed under Goshi Giken Co., Ltd or Goshi) Honda Motor currently owns 50.4% stake in Listed Yachiyo, and the rest is owned by the public. As a part of this transaction, Hond

66.7%

Indian subsidiary. To make this transaction successful Honda Motor must reach a minimum stake of 66.7%., and then acquire the remaining public shareholding through a Squeeze out / Stock Consolidation

52.4%

nese regulations, making it into a wholly owned subsidiary. •Honda Motor shall purchase Yachiyo's 52.4% shareholding in the Goshi Giken (2W) business. • Motherson to buy 81% stake in Yachiyo (4W busine

19%

son to buy 81% stake in Yachiyo (4W business) with Honda Motor continuing to retain the remaining 19%. Subject to satisfactory completion of all conditions precedent mentioned in the Framework agree

22.9 billion

-owned subsidiary (expected to be completed by Q1 FY25). Cash consideration Equity value of JPY 22.9 billion for 100% stake subject to any adjustments in relation to above transaction. 81% 1) Main line of

11.4%

at Tokyo Stock Exchange. The Yachiyo’s 4W business reported turnover of JPY ~116 Bn with EBITDA of 11.4%. The product portfolio includes Sunroof (from basic to full panoramic), Fuel Tanks (Plastic and St

23 Billion

e for Y4W Business in light of ongoing evolution in the industry landscape. • Equity value of JPY 23 Billion / EUR 145 Million** for 100% stake. Subject to receipt of necessary approvals, deal is expected to

145 Million

s in light of ongoing evolution in the industry landscape. • Equity value of JPY 23 Billion / EUR 145 Million** for 100% stake. Subject to receipt of necessary approvals, deal is expected to close by Q1FY25.

5%

r) Public Shareholders Sankei Giken Kogyo Honda Motor Co., Ltd (Honda Motor) 100% SAHN B.V. 5% 42.6% 50.4% 49.6% 5% 95% 19% 81% Goshi Giken Co., Ltd. (2W business) 52.4% Yachiyo Indus

“Details of Events that need to be provided Information about such events a) Name of target entity, details in brief 1) Name of the Target: such as size, turnover etc.”

“(“ Listed Yachiyo” or “Target”) and is listed on Tokyo Stock Exchange.”

“Subsequently, SAMIL will acquire 81% equity in remaining Yachiyo 4W business thereby forming an 81:19 Joint Venture with Honda Motor The target shall be acquired by Samvardhana Motherson International Limited (SAMIL) via 100% subsidiary of SMRPBV (SAHN BV).”

“2) Business of the Target (Yachiyo 4W) : Target is, inter alia, engaged in production of automobile parts i.e., Sunroofs, Fuel tanks and Resin products.”

“Tender Offer will be successful if Honda Motor reaches a minimum threshold of 66.7% stake in listed Yachiyo.”

“Subject to satisfactory completion of all conditions precedent mentioned in the Framework agreement along with successful execution of tender offer, the transaction is expected to be closed promptly after Honda Motor has made Yachiyo a wholly-owned subsidiary (expected to be completed by Q1 FY25).”

“Details of Events that need to be provided business of acquired, incorporation, history of last 3 years turnover, country the acquired entity has presence and other significant information (in brief) in which date Information about such events Target is engaged in production of automobile parts i.e., Sunroofs, Fuel tanks and Resin products.”

“2) Date of incorporation of the Target: August 27, 1953 3) Turnover of last three financial years of the Target (Yachiyo 4W business): Particular FY 2021 FY 2022 FY 2023 (JPY Bn) Turnover 105.7 102.8 116.1 4) Presence: The Target has 13 manufacturing facilities and 3 R&D facilities in 8 countries across the world i.e.”

“As a part of the overall transaction, the 2W business (housed under Goshi Giken) will be transferred to Honda Motor before Motherson acquires 81% stake in Yachiyo’s 4W business.”

“We believe this business will be highly synergistic with Motherson’s existing portfolio as we see ample opportunities to grow this new business globally by leveraging our global relationships with automotive OEMs.”

Regd Office

1

Transaction steps

1

Notes

1

Regd Office

Unit – 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai – 400051, Maharashtra (India) Tel: 022-61354800, Fax: 022-61354801 CIN No.: L34300MH1986PLC284510 Email: investorrelations@motherson.com Acquisition (including agreement to acquire) Sr. no. Details of Events that need to be provided Information about such events a) Name of target entity, details in brief 1) Name of the Target: such as size, turnover etc. Yachiyo Industry Co., Ltd. a company duly incorporated and existing under the laws of Japan and having its registered office at, Kashiwabara 293, SayamaCity, Saitama, 350-1335, Japan. (“ Listed Yachiyo” or “Target”) and is listed on Tokyo Stock Exchange. Listed Yachiyo comprises of 4W and 2W business (Housed under Goshi Giken Co., Ltd or Goshi) Honda Motor currently owns 50.4% stake in Listed Yachiyo, and the rest is owned by the public. As a part of this transaction, Honda Motor will first buy out the entire public stake in Listed Yachiyo via a tender offer

Transaction steps

•Secure Anti-trust and other applicable regulatory approvals before Tender Offer launch. •Honda Motor to launch Tender Offer. Tender Offer will be successful if Honda Motor reaches a minimum threshold of 66.7% stake in listed Yachiyo. Honda Motor currently owns 50.4% in listed Yachiyo. •Once the Tender Offer is successful, Honda Motor shall acquire the remaining public shareholding as per the process defined in Japanese regulations, making it into a wholly owned subsidiary. •Honda Motor shall purchase Yachiyo's 52.4% shareholding in the Goshi Giken (2W) business. • Motherson to buy 81% stake in Yachiyo (4W business) with Honda Motor continuing to retain the remaining 19%. Subject to satisfactory completion of all conditions precedent mentioned in the Framework agreement along with successful execution of tender offer, the transaction is expected to be closed promptly after Honda Motor has made Yachiyo a wholly-owned subsidiary (expected to be completed by Q1 FY25). Cash consideration E

Notes

1. Acquisition considered are SAS, Ichikoh Industries, Saddles International and Yachiyo (inc.transctions not closed till M arch 20 23) 2. Total revenue considered is including 10 0% of joint venture and associate com panies consolidated under equity m ethod. Present status Proforma including announced acquisitions Others Instrument panels Sunroof Sunroof Engineering Fuel tank Fuel Tanks Non-Auto 3% 3% 3% 3% 1% 1% 4% 4% Summary of transaction rationale 1/2. Partnering with Honda Motor for global business Strong & proven R&D capabilities Foray into global sunroof market and other allied products • Chosen by customer for a strategic partnership demonstrates Honda Motor’s trust on Motherson • Pedigree of R&D and innovation; developed multiple products and system solutions jointly with Honda Motor. • New product segment –sunroof systems (motorized roll shades and assemblies) - 9% market share globally • Ensures supply chain continuity and will entrench Motherson in valued eco-system • Supp