Stock Exchange Disclosures

Transfer of Elastomer Division to new Joint Venture Entity :

The Company has subsequent to the year end on May 16, 2004 entered into a Joint Venture Agreement with WOCO Franz Josef Wolf Holding GmbH & WOCO Industrieteknik GmbH to establish a new Joint venture entity and transfer its existing Elastomer business as a going concern comprising of all fixed assets (excluding Land & Building), inventories, other current assets, accruals and liabilities having a book value as at March 31, 2004 of Rs. 270,090 thousands at the transfer date of June 1, 2004 at an agreed purchase price. Pursuant to the above agreement, a company, Woco Motherson Elastomer Ltd. was incorporated on March 16, 2004 in which the company has subscribed to 50,000 equity shares of Rs 10/- each on April 12, 2004. Consequent to the above agreement the Company has agreed to terminate the existing collaboration agreement for Elastomer business at the transfer date. Accordingly, the deprecation charge on technical know-how fees and business & commercial rights has been revised to depreciate it over the remaining revised tenure of the agreement till the transfer date resulting in an additional charge of depreciation during the year amounting to Rs 3,757 thousand.

Motherson Sumi Systems Ltd. has informed the Exchange that the Company has fixed February 26, 2005 as the Record Date for the purpose of issue of bonus shares in the ratio of one equity share for every two equity shares.

Motherson Sumi Systems Limited has informed the exchange that the Board of Directors in their meeting held on 7th January, 2005 have proposed an issue of bonus shares in the proportion of one share for every two share held to the equity shareholders of the Company. The same shall be subject to the approval of the shareholders of the Company.

We would like to inform you that in our Annual Report for the year ended March 31, 2004, under the head "Management Discussions and Analysis" on page 11, the company had already disclosed on the formation of the new Joint Venture with WOCO, the relevant extracts are reproduced below for your ready reference:

" The company has signed a third Joint Venture with WOCO to set up the facilities to manufacture rubber products in special Economic zone (preferable Kandla). This JV will focus on the export market. Share holding of the joint venture will be similar to the one above. WOCO will have an option to increase its stake to 66.67% in the joint venture, at a future date".

The company had accordingly filed an application to the Government of India, Ministry of Finance, FIPB Unit, which has been approved on 8/11/04. The newspaper has carried the details about the same.

In relation to possible acquisition, as published in the news item, as of now, while we are in discussions for a possible acquisition of a European company, we could furnish the details only once the acquisition is confirmed. Accordingly, we would inform the stock exchange with the full details once the acquisition is done.

The Board of Directors in their meeting held on 31st March, 2005 have convened an Extra Ordinary General Meeting on 10th May 2005 for seeking shareholders approval for raising funds up to Rs 3000 millions (US $ 75 millions) by way of External commercial borrowings and/or equity and/or foreign currency convertible bonds.

The meeting of the Board of Directors of the Company shall be held on Thursday the 31st day of March, 2005 to consider among other things seeking authorization from shareholders for raising of funds upto US$ 75 millions by way of issue of equity and/ or external commercial borrowings and/ or Foreign currency convertible bonds.

Motherson Sumi Systems Limited has informed the exchange that the meeting of the Board of Directors of the Company shall be held on Friday the 7th day of January, 2005 to consider among other things the issue of bonus shares, the same shall be subject to the approval of the shareholders in the ensuing General Meeting.

Motherson Sumi Systems Ltd. has informed the Exchange that the BoD's at their meeting held on May 28, 2004, have recommended a dividend @ 100% (Rs.1/- per share) for the year ended March 31, 2004 and that the Register of Members and Share transfer books shall remain closed from September 13, 2004 to September 16, 2004 (both days inclusive). Dividend if approved by the members at the forthcoming AGM will be payable to those members who are in the register of members of the company as on September 16, 2004.