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Minda Corporation Limited Proxy Solicitation & Information Statement 2025

Apr 21, 2025

62381_rns_2025-04-21_e1b43fed-fcca-4d88-a9eb-d50867429d19.pdf

Proxy Solicitation & Information Statement

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April 21, 2025

The Officer-In-Charge (Listing)
Listing Department
National Stock Exchange of India Ltd.,
Exchange Plaza, Bandra Kurla Complex,
Bandra (East),
Mumbai - 400 051
Scrip Code: MINDACORP
Head - Listing Operations,
BSE Limited,
P.J. Towers, Dalal Street, Fort,
Mumbai – 400 001
Scrip Code: 538962

Sub: Corrigendum-2 to the Notice of Postal Ballot of Minda Corporation Limited dispatched to the Members on March 28, 2025

Dear Sir(s)/Ma’am,

This is with reference to the Notice of Postal Ballot dated March 28, 2025 (“Notice of Postal Ballot”) and Corrigendum dated April 11, 2025 which were dispatched to the members of Minda Corporation Limited (“Company”) and ongoing e-voting available from Sunday, March 29, 2025, 9:00 a.m. (IST) to Sunday, April 27, 2025, 5:00 p.m. (IST).

The said Postal Ballot Notice was dispatched in compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circular issued by Ministry of Corporate Affairs and Securities Exchange Board of India. Pursuant to the requirements of Regulation 28(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had filed applications for obtaining in-principle approval of the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”) (collectively, the “Stock Exchanges”) for the proposed preferential issue of Share Warrants of the Company, as set out in Item No. 1 of the Notice of Postal Ballot, along with the explanatory statement thereto (collectively, the “Preferential Issue”). The NSE vide its letters dated April 16, 2025 through email dated April 16, 2025 has further asked the Company to provide certain information in respect of the Preferential Issue, by way of a corrigendum to the Notice of Postal Ballot.

Accordingly, this Corrigendum-2, as enclosed at Annexure-I, is being issued in continuation to the Notice of Postal Ballot together with the explanatory statement thereof and Corrigendum dated April 11, 2025. This Corrigendum-2 shall be deemed to be an integral part of the original Notice dated March 28, 2025 and Corrigendum dated April 11, 2025. Pursuant to this Corrigendum, the members of the Company are hereby informed and requested to note that for better clarity and understanding, in the explanatory statement relating to Item No. 1 of the Notice of Postal Ballot following in the said explanatory statement shall be replaced and read in the manner set out in the Corrigendum.

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(i) At Page No. 12 Para (i) with the heading “Object of the Preferential Issue”;

Except as detailed in the attached corrigendum-2, all other terms and contents of the Notice of Postal Ballot dated March 28, 2025 and Corrigendum dated April 11, 2025 shall remain unchanged. This corrigendum-2 is available on the website of the Company at www.sparkminda.com(https://sparkminda.com/Uploads/prospectus/1819pdctfile_Corrige ndum2toPostalBallotNoticeMCL.pdf along with the Revised Postal Ballot Notice is available at the link https://sparkminda.com/Uploads/prospectus/1813pdctfile_RevisedPOSTALBALLOTNotice _21.04.2025.pdf) and on the website of stock exchange viz. BSE Limited i.e. at www.bseindia.com and National Stock Exchange of India Limited i.e. www.nseindia.com and on the website of NDSL at www.evoting.nsdl.com

This is for your information and dissemination on your website.

Thanking you,

Yours faithfully,

For Minda Corporation Limited

PARDEEP MANN Digitally signed by PARDEEP MANN DN: c=IN, st=Delhi, 2.5.4.20=cfa4e8fc2611daed0b54cfe92f260337e061339c999125486ebc03ea2fb41029, postalCode=110033, street=SO Ishwar Chand Mann HOUSE NO23 SARAI PIPAL THALA Adarsh Nagar, pseudonym=e54af0aac10c45e5b1f38922e8bb11da, title=5376, serialNumber=09a23243f1ab9a83d4b4cb392b94c1ce9c379df507e6f51f7feac83d48706817, o=Personal, cn=PARDEEP MANN Date: 2025.04.21 18:54:19 +05'30'

Pardeep Mann Company Secretary Membership No. A13371

Encl: Annexure-I

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MINDA CORPORATION LIMITED

CIN: L74899DL1985PLC020401

Registered Office: A-15, Ashok Vihar, Phase-I, Delhi - 110052 Website: www.sparkminda.com, E-mail: [email protected] Corporate Office: D-6-11, Sector -59, Noida, Uttar Pradesh – 201301

Annexure-I

CORRIGENDUM-2 TO THE POSTAL BALLOT NOTICE ISSUED TO THE MEMBERS DATED 28.03.2025

This is with reference to the Notice of Postal Ballot dated March 28, 2025 and Corrigendum dated April 11, 2025 issued to the Members of Minda Corporation Limited (‘the Company”) and ongoing e-voting available from 9:00 a.m. (IST) on Saturday, March 29, 2025 to 5 p.m. (IST) on Sunday, April 27, 2025.

The Notice of Postal Ballot dated March 28, 2025 along with Explanatory Statement annexed thereto (“Postal Ballot Notice”) and Corrigendum dated April 11, 2025 were dispatched via email to the Shareholders of the Company on March 28, 2025 and April 11, 2025 respectively in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by the Ministry of Corporate Affairs and Securities Exchange Board of India, respectively. This Corrigendum-2 is being issued to give notice to amend the details as mentioned below and pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018:

The Company had filed applications with the stock exchanges namely, National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), for seeking in-principle approval in relation to the proposed preferential issue of Equity Shares pursuant to conversion of warrants of Rs. 2/- each, for which the approval of the shareholders is being sought. Thereafter, the Company has further received necessary observations from NSE through letter no. Ref: NSE/LIST/47955 dated April 16, 2025, pursuant to which, the company is issuing this Corrigendum-2 notifying the amendments/ modifications/ deletion with respect to certain disclosures under the explanatory statement, as mentioned herein:

  1. At Page No. 12 Para(i) with the heading “Object of the Preferential Issue” stands amended, substituted and be read as under:

(i) Object of the Preferential Issue

The Company intends to utilize the proceeds raised through the Preferential Issue (“Issue Proceeds”) towards the following object: -

  • 1) Repayment of secured or unsecured loans borrowed by the Company from banks in part or full including term loans and working capital loans from

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HDFC Bank Limited, IndusInd Bank Limited, State Bank of India, Kotak Mahindra Bank Limited, ICICI Bank Limited, Citibank N.A. and Standard Chartered Bank together with interest payments thereof (referred to below as “Debt Repayment”);

This corrigendum-2 shall form an integral part of the Postal Ballot Notice, which has already been circulated to the Shareholders of the Company and on and from the date hereof, the Postal Ballot Notice shall always be read in conjunction with the Corrigendum dated April 11, 2025 and this Corrigendum-2. This Corrigendum-2 will be published in the English and Hindi Newspapers and also will be made available on website of both the stock exchanges i.e. BSE (www.bseindia.com) and NSE (www.nseindia.com) and on the website of the Company at ( www.sparkminda.com ).

The Shareholders / Members who have already voted and have any objections can email to Mr. Biswajit Ghosh (FCS-8750, CP No. 8239), Partner or Mr. Pramod SM (FCS-7834, CP no-13784), Partner, BMP & Co. LLP, Practicing Company Secretaries at [email protected] who is the scrutinizer (“Scrutinizer’) for conducting the e- voting process in a fair and transparent manner, within 48 hours from the date of receipt of this Corrigendum-2.

All other contents of the Postal Ballot Notice and Corrigendum dated April 11, 2025 save and except as modified or supplemented by this Corrigendum-2, shall remain unchanged.

By order of the Board For MINDA CORPORATION LIMITED

PARDEEP MANN Digitally signed by PARDEEP MANN DN: c=IN, st=Delhi, 2.5.4.20=cfa4e8fc2611daed0b54cfe92f260337e061339c999125486ebc03ea2fb41029, postalCode=110033, street=SO Ishwar Chand Mann HOUSE NO23 SARAI PIPAL THALA Adarsh Nagar, pseudonym=e54af0aac10c45e5b1f38922e8bb11da, title=5376, serialNumber=09a23243f1ab9a83d4b4cb392b94c1ce9c379df507e6f51f7feac83d48706817, o=Personal, cn=PARDEEP MANN Date: 2025.04.21 18:55:08 +05'30'

Pardeep Mann Company Secretary Membership No.: A13371

Date: April 21, 2025 Place: Noida, Uttar Pradesh

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