Minda Corporation Limited — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

==> picture [441 x 42] intentionally omitted <==

April 11, 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 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”) was 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 5, 2025 through email dated April 5, 2025 has 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, as enclosed at Annexure-I, is being issued in continuation to the Notice of Postal Ballot together with the explanatory statement thereof and this Corrigendum shall be deemed to be an integral part of the original Notice dated March 28, 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.

==> picture [283 x 73] intentionally omitted <==

==> picture [441 x 42] intentionally omitted <==

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

• (ii) At page No. 13, last sub-para of Para (i) with the heading “Interim Use of Issue Proceeds”;

• (iii) At page No. 16, Para (vii) (d) with the heading “Undertaking”- (Recomputation of the price of the Share Warrants);

• (iv) At Page No. 16, Para (xi) (Website link to access Certificate issued by M/s. BMP and Co. LLP, Practicing Company Secretary);

• (v) At page No. 17, Para (xii) (g) with the heading “Other Disclosure” stand deleted (Related to Compliance of SEBI (SAST) Regulations, 2011)

• (vi) At Page No. 18 a new Para (xxi) is added after Para (xx) (No change in control of the Company)

Except as detailed in the attached corrigendum, all other terms and contents of the Notice of Postal Ballot shall remain unchanged. This corrigendum is available on the website of the - - Company at www.sparkminda.com (https://sparkminda.com/investor relations/agm egm) 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

PARDEE Digitally signed by PARDEEP MANN P MANN Date: 2025.04.11 12:04:47 +05'30'

Pardeep Mann Company Secretary Membership No. A13371

Encl: Annexure-I

==> picture [283 x 73] intentionally omitted <==

==> picture [468 x 44] intentionally omitted <==

MINDA CORPORATION LIMITED CIN: L74899DL1985PLC020401

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

Annexure-I

CORRIGENDUM 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 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”) was dispatched via email to the Shareholders of the Company on March 28, 2025, 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. We draw the attention of all the members of the Company towards the said Postal Ballot Notice. This Corrigendum 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 received necessary observations from NSE through letter no. Ref: NSE/LIST/47955 dated April 05, 2025 and April 08, 2025, pursuant to which, the company, is issuing this Corrigendum 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: -

Page 1 of 3

==> picture [468 x 44] intentionally omitted <==

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

• At page No. 13, last sub-para of Para (i) with the heading “Interim Use of Issue Proceeds” of the Explanatory Statement to the Postal Ballot Notice stands amended, substituted and be read as under:

Interim Use of Issue Proceeds

Pending complete utilization of the Issue Proceeds for the Object described above, our Company intends to, inter alia, invest the Issue Proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks, securities issued by government of India in compliance with applicable laws.

1. At page No. 16, Para (vii) (d) with the heading “Undertaking” of the Explanatory Statement to the Postal Ballot Notice stands amended, substituted and be read as under:

(d) The Company shall re-compute the price of the share warrants to be allotted under the Preferential Issue, in terms of the provisions of SEBI (ICDR) Regulations where it is required to do so;

1. At Page No. 16, Para (xi) of Explanatory Statement to the Postal Ballot Notice stands amended, substituted and be read as under:

(xi) Practicing Company Secretary’s Certificate

The certificate from M/s. BMP and Co. LLP, Practicing Company Secretary, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI(ICDR) Regulations shall be made available for inspection by the Members on the Company’s website and will be accessible at below link:

https://sparkminda.com/Uploads/prospectus/1806pdctfile_PCSComplianceCertificate_ICDR(1).pdf

1. At page No. 17, Para (xii) (g) with the heading “Other Disclosure” as reproduced below stands deleted:

Page 2 of 3

==> picture [468 x 44] intentionally omitted <==

The Warrant holder shall make the relevant disclosures required under applicable law, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, in relation to the Preferential Issue and conversion of the Warrants”.

1. At Page No. 18 a new Para (xxi) as reproduced below is added after Para (xx) in the Explanatory Statement to the Postal Ballot Notice

(xxi) No Change in Control of the Company

There will not be any change in control of the Company upon allotment of share warrants on preferential basis to Minda Capital Private Limited (“Proposed Allottee”) or upon 100% conversion of Warrants into equity shares within the stipulated time.

This corrigendum 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 this Corrigendum. This Corrigendum 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.

All other contents of the Postal Ballot Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

By order of the Board For MINDA CORPORATION LIMITED

PARDEEP Digitally signed by PARDEEP MANN MANN Date: 2025.04.11 12:05:19 +05'30' Pardeep Mann Company Secretary Membership No.: A13371

Date: April 11, 2025

Place: Noida, Uttar Pradesh

Page 3 of 3