#1▲ amber Amber Enterprises India Ltd Acquisition Update: March 2019#2Safe Harbor K A amber This presentation and the accompanying slides (the "Presentation"), which have been prepared by Amber Enterprises India Limited (the "Company"), have been prepared solely for information purposes and do not constitute any offer, recommendation or invitation to purchase or subscribe for any securities, and shall not form the basis or be relied on in connection with any contract or binding commitment what so ever. No offering of securities of the Company will be made except by means of a statutory offering document containing detailed information about the Company. This Presentation has been prepared by the Company based on information and data which the Company considers reliable, but the Company makes no representation or warranty, express or implied, whatsoever, and no reliance shall be placed on, the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. This Presentation may not be all inclusive and may not contain all of the information that you may consider material. Any liability in respect of the contents of, or any omission from, this Presentation is expressly excluded Certain matters discussed in this Presentation may contain statements regarding the Company's market opportunity and business prospects that are individually and collectively forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties include, but are not limited to, the performance of the Indian economy and of the economies of various international markets, the performance of the industry in India and world-wide, competition, the company's ability to successfully implement its strategy, the Company's future levels of growth and expansion, technological implementation, changes and advancements, changes in revenue, income or cash flows, the Company's market preferences and its exposure to market risks, as well as other risks. The Company's actual results, levels of activity, performance or achievements could differ materially and adversely from results expressed in or implied by this Presentation. The Company assumes no obligation to update any forward-looking information contained in this Presentation. Any forward-looking statements and projections made by third parties included in this Presentation are not adopted by the Company and the Company is not responsible for such third party statements and projections. Leadership through Innovation 2#3Acquisition Update 2 Acquisition#4Acquisition Highlights M & A Strategy Expansion in Product Categories & Segments but within HVAC industry Continued engagement with the existing promoters through a staggered buyout and growth incentives Comprehensive Solutions for existing CAC, AHU & FCU customers Market Landscape Product expansion in High Entry Barrier & Long Approval Cycle including Railways, Defence, Buses and Commercial Air-Conditioners Penetration into new customer segments like Railways, Defence & Metros Deal Structure ■ ✓ amber Amber to acquire 80% shares of Sidwal Refrigeration Industries Pvt Ltd which will include Sidwal Technologies on or before 30th April 2019 Sidwal has no long term debt & minimal short term working capital debt EPS & ROCE accretive Key Operating Metrics ~33% Revenue growth in FY18 ~20%+ Operating EBIDTA Margins Revenue Visibility Strong order book of ~INR 200 Crs with AMC contracts Market Leader Market leader in Mobile & Commercial segment (MnC) ■ Entry into fast growing segments Strategic Rationale Market leader with ~50% market share in the railway and metro segments and Market share of ~80% in the Defence Segment Long standing clientele with strong order book & AMC contracts to have revenue visibility Financials ☐ Procurement leverage of Amber to benefit margin expansion Leadership through Innovation Particulars FY16 FY17 FY18 Revenues* (INR in Crs) 115.97 124.11 165.22 *Turnover of Sidwal Refrigeration Industries Pvt Ltd & Sidwal Technologies without eliminating intercompany transactions#5About Sidwal ✓ amber 01 60 02 05 Founded in 1975, the Group has emerged as a leading player in the Mobile (Transportation) Air Conditioning and Refrigeration Industry 30 03 04 Diversified portfolio of HVAC solutions to Indian Railways, Metro Segments, Defence and Air Conditioners for Telecom, Bus and Commercial Refrigeration segment Headquartered in NCR, operates 3 fully integrated facilities in Northern India with the capability to undertake the entire HVAC manufacturing process in-house. Market leader in the Railway and Metro segments with track record of supplying 15,000+ HVAC units for mainline coaches and 2,000+ HVAC units for metro coaches; also has a dominating market share in the Defence Segment Operates a PAN India service network to provide post sale support to customers - primarily for the Railway, Metro and Bus segments Leadership through Innovation 90 06 Strong In-House Research and Development capabilities have been leveraged to develop innovative product solutions for customers across segments S ம#6Sidwal Business Verticals K amber Business: Railway HVAC, Metro HVAC, feeder junction box and switchboard cabinets for the railway and metro industry Revenue Split for FY 2017-18 Railways and Metro ◉ Location: Faridabad (Haryana) ☐ Customer: ICF, RCF, DLW, CLW, BEML, Rotem, CRRC Company Name: Sidwal Refrigeration India Private Limited 6% 4% 9% 9% ◉ Bus Business: Air conditioning solutions for buses, ambulances and other commercial vehicles Location: Kala Amb (Himachal Pradesh) Customer: Original Equipment Manufacturers (eg. Tata Motors, Swaraj Mazda) Company Name: Sidwal Technologies Defence ☐ Railway & Metro Defence Bus Telecom Others 72% Business: Air conditioning solutions to the defence sector in cooperation with Bharat Electronics Limited (BEL) ☐ HVAC Systems ■ Pantry Equipment Location: Faridabad (Haryana) Customer: Provide air conditioning solutions for all BEL projects Company Name: Sidwal Refrigeration India Private Limited Railways and Metro ■ Switchboard Cabinet ☐ Ventilation Units Inverters Defence ■ Shelter HVAC Vehicle HVAC Missile Thermal Conditioning APU Business: Precision air conditioning for the Department of Telecom Location: Faridabad (Haryana) Telecom ☐ Customer: Precision AC: Department of Telecom Company Name: Sidwal Refrigeration India Private Limited Bus " HVAC Systems ☐ Power Packs / APU Telecom AC for electronic switchgear room AC for cell phone shelter Precision AC (>95% sensible heat ratio) Leadership through Innovation 6#7Product Portfolio Roof mounted AC for main line coaches Electronics and Ref solutions to Railways Roof mounted loco drivers' cab air conditioners LHB Meter Gauge Standard RMPU S2 Cold unit for pantry Double Decker $2 Leadership through Innovation Hot case for pantry ✓ amber Defence HVAC Products Defence shelter air conditioners Electronic control panel (Switchboard cabinet) Vertical slip-on air conditioner 倪 7#8Acquisition Rationale ✓ amber -> Expansion in PRODUCT PORTFOLIO With LONG APPROVAL CYCLES ■ Strong growth potential of Indian Railways, Metro in Tier 1 cities of India and Defence Increase in CUSTOMER BASE Addition of HIGH ENTRY BARRIER CUSTOMERS ■ Entry into Railway, Metro, Defence & bus air conditioner and commercial refrigeration. Getting approval from Defence and Railways is challenging Rationale Expansion within HVAC Industry But DIFFERENT SEGMENTS Sidwal's strong technical back ground can help Amber to provide more comprehensive solutions such as CAC, AHU, FCU to current set of customers Leadership through Innovation Improvement in FINANCIAL PERFORMANCE ما INCREASED OPERATING PROFITS ■ By leveraging Amber's buying power and optimization of manufacturing cost 80#9LEADERSHIP Across Segments in HVAC Industry Room Air Conditioners Room Air- Conditioners 2222 RAC Components Appliance & Automotive Components Amber Enterprises India Limited Electronics PCB 9999999 Leadership through Innovation 9999999 A amber Mobile, Transportation & Commercial Refrigeration + Sidwal 000 Air conditioners for Indian Railways & Metros HVAC solutions for Defence HVAC solutions For Bus Air- Conditioners HVAC solutions for DoT 6#10Industry Outlook Railway Vision 2020 Metro Rail System ■ Rolling out new AC double decker and longer trains on more popular routes Introduction of AC Electronic Multiple Unit (EMU) Increasing passenger coach production from 3,000 coaches PA to at least 5,000 PA within the next 3 years to begin with and further to 10,000 PA Long term procurement target for 2019-20 with investment of ~USD 4bn, Diesel Locomotive - 5334, Electric Locomotive - 4281, Passenger Coaches - 50,880 Railways to replace traditional blue coloured Express train ICF coaches with new LHB coaches - AC coaches to be replaced first Metro Rail System identified as the key component of the mass mobility in Indian Government Urban Transport Plan spanning up to 2031 By 2031 the population in cities will touch 40% from the current level of 28% implying that 600 million people will live in cities requiring efficient transport infrastructure Government has planned that all Indian cities having population more than 2 million will have metro rail system Cabinet has already decided to commission metro rail in 19 locations of which for 12 cities a detailed report has already been submitted Investments of more than USD 36.4 bn have been planned over the next 10 years for expansion of metro network Leadership through Innovation A amber 10#11Contact Us Leadership through Innovation Company: ✓ amber ✓ amber Investor Relations Advisors : SGA Strategic Growth Advisors CIN: L28910PB1990PLC010265 Mr. Sudhir Goyal [email protected] www.ambergroupindia.com CIN: U74140MH2010PTC204285 Mr. Sagar Shroff / Ms. Payal Dave [email protected]/[email protected] +91 98205 19303 / +91 98199 16314 www.sgapl.net 11