UNO Minda Limited — AGM Information 2023

Aug 24, 2023

Uno Minda Limited

(Formerly known as Minda Industries Limited)

UNO [MINDA]

--;:)�IVING THE NEW--

Ref. No. Z-IV /R-39/D-2/NSE/207 & 174 Date :24/08/2023

National Stock Exchange of India Ltd. BSE Ltd. Listing Deptt., Exchange Plaza, Regd. Office: Floor - 25, Bandra Kurla Complex, Bandra (E), Phiroze Jeejeebhoy Towers, Mumbai - 400 051 Dalal Street, Mumbai-400 001. NSE Scrip: UNOMINDA BSE Scrip: UNOMINDA; 532539

Sub:- Submission of the integrated Annual Report for the Financial Year 2022-23 alongwith Notice convening the 3tst Annual General Meeting of the Company

Dear Sirs,

Pursuant to Regulation 30 and Regulation 34 of the of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith:

• 1) The integrated Annual Report of the Company for the Financial Year 2022-23 and

• 2) Notice convening 31[st ] Annual General Meeting of the Company, scheduled to be held on Wednesday, 20 September,2023 at 10.30 a.m. (1ST) through Video Conference (VC)/ Other Audio-Visual Means (OAVM).

The integrated Annual Report for the Financial Year 2022-23 and the Notice of the 31[st] Annual General Meeting are also available on Company's website www.unominda.com

This is for your information and records please.

Thanking you,

Yours faithfully, Uno Minda Limited (Formerly known as Minda Industries · . da (./ Digitally signed by n 0 - Tarun Kumar Tarun Kumar Srivastava r-P t-t,.[#-] Date: 2023.08.24 � lo< c. '-' C. 3 De I h I Q. co" Srivastava 11:48:49 +05'30' Tarun Kumar Srivastava Os� Company Secretary & Compliance O · er*

Encl: As above.

���- - _ -- --�� = __ _ - -----=- Uno Minda Limited (Formerly known as Minda Industries Limited) Corporate Office: Village Nawada Fatehpur, P.O. Sikanderpur Badda, =-=-=--=--=--=-=- - - -:_ ,. , . Manesar, Distt. Gurgaon, Haryana - 122004, INDIA. T: +91 124 2290427/28, 2290693/94/96 F: +91 124 2290676/95 Email: info@unominda.com www.unominda.com Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi - 110052 CIN No.: L74899DL1992PLC050333

NOTICE

Uno Minda Limited

(Formerly Known as Minda Industries Limited)

(CIN: L74899DL1992PLC050333) Registered Office: B-64/1, Wazirpur Industrial Area, Delhi-110052 Website: www.unominda.com • E-mail: csmil@unominda.com Tel.: +91 11 49373931

Notice is hereby given that the 31[st] Annual General Meeting (‘AGM’) of Uno Minda Limited, formerly known as Minda Industries Limited (‘the Company’) will be held on Wednesday, 20 September 2023 at 10:30 AM through Video Conference (‘VC’)/ Other Audio Visual Means (‘OAVM’), to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements of the Company for the financial year ended on 31 March 2023 and the Reports of the Board of Directors and the Auditors thereon.

2. To declare final dividend of 1.00/- per equity share and to approve an interim dividend of 0.50 per equity share already paid for the financial year ended 31 March 2023.

3. To appoint a Director in place of Mr. Nirmal Kumar Minda (00014942), who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. Ravi Mehra (DIN: 01651911) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESSES:

5. TO RATIFY THE REMUNERATION OF M/S. JITENDER NAVNEET & CO., COST ACCOUNTANTS, THE COST AUDITORS OF THE COMPANY

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No.:000119), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for FY 2023-24, be paid the remuneration of ` 7.35 Lakhs (Rupees Seven Lakh Thirty-Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to finalise fees for new units which will be added including due to ongoing merger(s) and do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

6. TO APPROVE THE RAISING OF FUNDS UPTO RUPEES 1500 CRORES THROUGH ISSUE OF SECURITIES IN ONE OR MORE TRANCHES

To consider and if thought fit, to pass the following resolution as a Special Resolution:

• “ RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62, 71, 180 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital & Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (“SEBI ICDR Regulations”), the relevant provisions of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India (Prevention of Insider Trading) Regulations 2015, Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations 2003, Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations 2011, Framework for issue of Depository Receipts dated October 10, 2019 issued by the Securities and Exchange Board of India, and the provisions of the Foreign Exchange Management Act, 1999, Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Foreign Exchange Management (Debt Instruments) Regulations, 2019, (“FEMA”) as amended from time to time and such other statutes, notifications, clarifications, circulars, rules and regulations as may be applicable and relevant, as amended from time to time, issued by the Government of India (“GOI”), Ministry of Finance (Department of Economic Affairs) (“MoF”), Department for Promotion of Industry and Internal Trade, Ministry of Corporate Affairs (“MCA”), the Reserve

Uno Minda Limited 1

NOTICE (Contd.)

Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”), the stock exchanges where the equity shares of the Company are listed (“Stock Exchanges”) and/or any other regulatory/statutory/appropriate authorities, institutions or bodies, as may be applicable and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions, if any, of the GOI, RBI, MoF, SEBI, Stock Exchanges and any other appropriate authorities, institutions or bodies, as may be necessary and subject to such conditions as may be prescribed by any of them while granting any such approval, consent, permission, and/or sanction, which may be agreed/ accepted to by the Board of Directors (hereinafter referred to as the “Board” which shall be deemed to include any committee thereof, constituted or to be constituted to exercise its powers) approval of the members be and is hereby accorded to the Board of Directors of the Company for making one or more offer(s) or invitation(s) or to create, offer, issue and allot (including with provisions for reservation on firm and/or competitive basis, of such part of issue and for such categories of persons including employees of the Company as may be permitted), with or without a green shoe option, either in India or in the course of international offering(s) in one or more foreign markets, such number of Equity Shares, foreign currency convertible bonds (“FCCBs”), other financial instruments convertible into Equity Shares (including warrants or otherwise, in registered or bearer form), any security convertible into Equity Shares with or without voting/ special rights, securities linked to Equity Shares and/or securities with or without detachable warrants with right exercisable by the warrant holders to convert or subscribe to Equity Shares, including the issue and allotment of Equity Shares pursuant to a green shoe option, if any (all of which are hereinafter collectively referred to as “Securities”) or any combination of Securities or any secured or unsecured Bonds/Non-Convertible Debentures (NCDs)/other permissible Debt Securities on private placement basis in one or more tranches, during a period of one year from the date of passing of this Special Resolution, for a sum not exceeding ` 1500 crore (Rupees One Thousand Five Hundred Crore Only) (which sum shall exclude aggregate value of Debt securities or instruments raised pursuant to authority granted by members of the Company under Section 180 (1)(c) of the Companies Act, 2013), or equivalent thereof in one or more foreign currency and/or Indian rupees,inclusive of such premium as may be fixed on such Securities by offering the Securities in one or more countries through public issue(s) of prospectus, private placement(s), follow on offer or a combination thereof at such time or

times, at such price or prices, at a discount or premium to market price or prices in such manner and on such terms and conditions including security, rate of interest, etc. whether Indian rupee denominated or denominated in foreign currency such number of securities to Domestic / Foreign Investors / Institutional Investors/ Foreign Institutional Investors, non-resident Indians, Indian public, Individuals, Companies / Corporate Bodies (whether incorporated in India or abroad), Mutual Funds, Banks, Insurance Companies, Pension Funds, Venture Capital Funds, Financial Institutions, Trusts, Qualified Institutional Buyers, whether shareholders of the Company or not, through a public issue and/or on a private placement basis and/or qualified institutional placement, and /or preferential issue and/or other kind of public issue and /or private placement or through a combination of the foregoing as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made to the exclusion of other categories of Investors at the time of such offer, issue and allotment considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with lead manager(s) and/or underwriter(s) and/or other advisor(s) either in foreign currency or equivalent Indian Rupees inclusive of such premium as may be determined by the Board, in any convertible foreign currency, as the Board at its absolute discretion may deem fit and appropriate, from time to time.

RESOLVED FURTHER THAT if any issue of Securities is made by way of a Qualified Institutions Placement in terms of the SEBI ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning of the SEBI ICDR Regulations), the allotment of the Eligible Securities, or any combination of Eligible Securities as may be decided by the Board shall be completed within 365 days from the date of this resolution or such other time as may be allowed under the SEBI ICDR Regulations from time to time at such price being not less than the price determined in accordance with the pricing formula provided under SEBI ICDR Regulations as may be amended from time to time and the Eligible Securities shall not be eligible to be sold for a period of twelve months from the date of allotment, except on a recognised stock exchange, or except as may be permitted from time to time under the SEBI ICDR Regulations.

RESOLVED FURTHER THAT the Board may, at its sole discretion, offer a discount of not more than five percent (or such other percentage as permissible under applicable law) on the price so calculated for the Qualified Institutions Placement (QIP), as permitted under SEBI

2 ANNUAL REPORT 2022-23

NOTICE (Contd.)

Regulations and further, subject to the provisions of applicable laws, price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the SEBI Regulations, if required.

RESOLVED FURTHER THAT the relevant date for the determination of applicable price for the issue of any other Securities, in terms of the preceding regulation shall be as per the regulations/guidelines prescribed by SEBI, Ministry of Finance, RBI, GOI through its various departments, or any other regulator and subject to and in compliance with the applicable rules and regulations.

RESOLVED FURTHER THAT the Equity Shares so issued by the Company pursuant to the QIP shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu with the existing equity shares of the Company in all respects except that the Investors who are allotted Equity Shares in the Issue will be entitled to participate in dividends, if any, declared by the Company after the allotment of Equity Shares in the QIP offering in compliance with the Companies Act, 2013, the equity listing agreement and other applicable laws and regulations.

RESOLVED FURTHER THAT without prejudice to the generality of the above, subject to applicable laws and subject to approval, consents, permissions, if any, of any governmental body, authority or regulatory institution including any conditions as may be prescribed in granting such approval or permissions by such governmental authority or regulatory institution, the aforesaid Securities may have such features and attributes or any terms or combination of terms that provide for the tradability and free transferability thereof in accordance with the prevailing practices in the capital markets including but not limited to the terms and conditions for issue of additional Securities and the Board subject to applicable laws, regulations and guidelines be and is hereby authorised in its absolute discretion in such manner as it may deem fit, to dispose of such Securities that are not subscribed.

RESOLVED FURTHER THAT the Securities to be issued by any whatsoever manner shall be listed with the Stock Exchanges, where the existing Equity Shares of the Company are listed.

RESOLVED FURTHER THAT the issue to the holders of any Securities with underlying Equity Shares shall be, inter alia, subject to the following terms and conditions: -

• A. in the event of the Company making a bonus issue by way of capitalisation of its profits or reserves,

prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted to the holders of such Securities at the relevant time, shall stand augmented in the same proportion in which the Equity Share capital increases as a consequence of such bonus issue and the premium, if any, shall stand reduced pro tanto;

• B. in the event of the Company making a rights offer by issue of Equity Shares, prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted to the holders of such Securities at the relevant time may be increased in the same proportion as that of the rights offer and such additional Equity Shares may be offered to the holders of the Securities at the same price at which the same are offered to the existing shareholders if so determined by the Board in its absolute discretion; and

• C. in the event of merger, amalgamation, takeover or any other re-organisation or restructuring or any such corporate action, the number of shares, the price and the time period as aforesaid shall be suitably adjusted.

• D. in the event of consolidation and/or division of outstanding Equity Shares into smaller number of Equity Shares (including by way of stock split) or re-classification of the Securities into other securities and/or involvement in such other event or circumstances which in the opinion of concerned stock exchange requires such adjustments, necessary adjustments will be made.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board (or committee appointed by it thereof) be and is hereby authorised to do all such acts, deeds, matters and things including but not limited to finalisation and approval for the preliminary as well as final offer document(s), determining the form and manner of the issue, including the class of investors to whom the Securities are to be issued and allotted, number of Securities to be allotted, issue price, face value, premium amount on issue/conversion of the Securities, if any, rate of interest, redemption period, listings on one more national/or international stock exchange(s), execution of various transaction documents, creation of mortgage/ charge in accordance with Section 180(1)(a) of the Companies Act, 2013, in respect of any Securities as may be required either on pari-passu basis or otherwise, as it may in its absolute discretion deem fit and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and utilisation of the issue proceeds as it may in

Uno Minda Limited 3

NOTICE (Contd.)

its absolute discretion deem fit without being required to seek any further consent or approval of the shareholders or otherwise to the end and intent that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT in case of debt securities, the amount of such issue shall not exceed the overall borrowing limits of the Company, as approved by the Members, from time to time and the aggregate amount, so raised through issue of Debt securities shall not form part of the limit of ` 1500 Crores (Rupees One Thousand Five Hundred Crore Only) approved vide instant resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to engage/appoint the Lead Managers, Legal Advisors, Underwriters, Guarantors, Depositories, Custodians, Registrars, Stabilising Agent, Trustees, Bankers, Advisors and all such agencies as may be involved or concerned in such offerings of Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, agreements, memoranda, documents, etc. with such agencies and to seek the listing of such Securities on one or more national and/or international stock exchange(s).

RESOLVED FURTHER THAT the Board be and is hereby authorised to do such acts, deeds and matters as may be necessary and also to delegate all or any of the powers conferred on its by or under this Resolution to any committee of the Board or to any Director of the Company, any other officer(s) or employee(s) of the Company or any professional as it may consider appropriate in order to give effect to this Resolution.”

7. TO APPOINT AUDITOR FOR THE BRANCH OFFICE(S) OF THE COMPANY

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of section 143(8) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, and the Rules framed thereunder, the Board be and is hereby authorised to appoint from time to time Branch Auditors of any Branch office(s) of the Company, whether existing or which may be opened / acquired hereafter outside India, based on the recommendation of the Audit Committee, in consultation with the Company’s Auditors, any person(s) qualified to act as Branch Auditor within the meaning of section 143(8) of the Companies Act, 2013 and to fix their remuneration.”

By Order of the Board For Uno Minda Limited

(Formerly known as Minda Industries Limited)

Place: Gurugram Date: 09 August 2023

Tarun Kumar Srivastava Company Secretary & Compliance Officer

4 ANNUAL REPORT 2022-23

NOTICE (Contd.)

NOTES

1. An Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (“the Act”), relating to the Special businesses set out in the Notice to be transacted at the Meeting is annexed hereto.

2. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 05 May 2020 read with General Circular No. 14/2020 dated 08 April 2020, General Circular No. 17/2020 dated 13 April 2020 and General Circular No. 02/2021 dated 13 January 2021 and General Circular No. 02/2022 dated 5 May 2022 and General Circular No 10/2022 dated 28 December 2022 & General Circular No 11/2022 dated 28 December 2022 other applicable circulars issued by the Securities and Exchange Board of India (SEBI), has allowed the Companies to conduct the AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM). In accordance with, the said circulars of MCA, SEBI and applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the 31[st] AGM of the Company is being held through VC / OAVM. National Securities Depository Limited (‘NSDL’) will be providing facility for voting through e-voting, for participation in the AGM through VC / OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC/ OAVM and instruction for e-voting are explained at Note No. 3 4 below and is also available on the website of the Company at www.unominda.com.

3. As the AGM is being held through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

4. The final dividend of 1 per equity share of 2 each, i.e @50% , for the financial year 2022-23, as recommended by the Board of Directors, if declared at the AGM, will be paid within a period of 30 days from the date of declaration, to the members whose names appear:

5. a) As beneficial owners of the shares as per list to be furnished by the depositories in respect of the shares held in demat form on the closing hours of the business on Thursday, 31[st] August 2023.

6. b) As members on the register of members of the Company as on Thursday, 31 August 2023.

7. Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board /

Authority Letter, authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at investor@unominda.com with a copy marked to evoting@nsdl.co.in and rupesh@cacsindia.com.

1. Pursuant to Section 124(5) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, any amount of dividend transferred to the Unpaid Dividend Account of the Company which remains Unpaid or Unclaimed for a period of 7 (Seven) years from the date of such transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

During FY 2022-23, the Company had transferred the unclaimed dividend on the Equity Shares for FY 2014-15 and interim dividend for FY 2015-16 to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Further pursuant to Section 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, all the shares in respect of which dividend has remained unpaid/unclaimed for 7 (Seven) consecutive years or more are required to be transferred to Demat Account of IEPF Authority. Consequently, the Company has transferred eligible equity shares during the FY 2022-23 to Demat Account of IEPF Authority.

Members desiring to claim dividends, which remained unclaimed or the shares transferred are requested to correspond with the Company Secretary at the Company’s registered office.

1. Members holding shares in physical mode are requested to take the benefits of dematerialisation of their shares by approaching to any of the Depository Participants. Members may note that as per Regulation 40 of the Listing Regulations, as amended, securities of listed Companies can only be transferred in demat form with effect from April 1, 2019. SEBI vide its notification dated 24 January 2022 further notified that transmission or transposition of securities held in physical or dematerialised form shall be affected only in dematerialised form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to demat form. Members can contact the Company or the Registrar & Transfer Agent (RTA) for assistance in this regard.

Uno Minda Limited 5

NOTICE (Contd.)

1. The Registrar & Transfer Agent for physical and dematerialisation of shares is M/s. Link Intime India Private Limited, Noble Heights, 1st Floor, C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi-110058. Interested members may send request for dematerialisation of shares through Depository Participant to M/s. Link Intime India Private Limited at its given address.

2. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Registrars and Transfer Agent whose address is given below.

3. M/s. Link Intime India Private Limited

Address: Noble Heights, 1[st] Floor, C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi-110058

1. All documents or details referred to in the accompanying Notice and the Statement pursuant to Section 102(1) of the Companies Act, 2013, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, shall be available for inspection basis the request being sent on investor@unominda.com during business hours on all working days up to the date of the 31[st] Annual General Meeting of the Company.

2. Pursuant to Section 72 of the Companies Act, 2013, read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, members holding shares in electronic/demat form may file nomination in the prescribed Form SH-13 (in duplicate) with the respective Depository Participant and in respect of shares held in physical form, the nomination form may be filed with the Company’s Registrar and Transfer Agent.

ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ANNUAL REPORT:

1. In accordance with, the General Circular No. 20/2020 dated 05 May 2020 issued by MCA and further extension thereto and Circular No. SEBI/HO/CFD/ CMD1/ CIR/P/2020/79 dated 12 May 2020 and SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated 15[th] January 2021 and SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated 13[th] May 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5[th] January 2023 issued by SEBI, the financial statements (including Report of Board of Directors, Auditor’s report or other documents required to be attached therewith), including

the Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s).

1. Members may also note that the Notice of the 31[st] Annual General Meeting and the Annual Report for FY 2022-23 will also be available on the Company’s website www.unominda.com and on the website of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia. com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the e-Voting facility) i.e. www.evoting.nsdl.com for download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send request to the Company’s investor email id: investor@unominda.com.

2. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company at investor@unominda.com along with the copy of the signed request letter mentioning the Folio Number, name and address of the Member, scan copy of share certificate (front and back), self-attested copy of the PAN card, and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants. In case of any queries/difficulties in registering the e-mail address, Members may write to investor@unominda.com

PROCEDURE FOR JOINING THE AGM THROUGH VC/ OAVM:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General Meeting” menu against Company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed.

Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User

6 ANNUAL REPORT 2022-23

NOTICE (Contd.)

ID and Password may retrieve the same by following the e-Voting instructions mentioned in the notice to avoid last minute rush.

1. The Members can join the AGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

2. Members are encouraged to join the Meeting through

3. Laptops for better experience.

4. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

5. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

6. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for e-voting.

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:

1. As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number, email id, mobile number at investor@unominda.com Questions/ queries received by the Company till 5.00 p.m. on Wednesday, 13 September 2023 shall only be considered and responded during the AGM.

2. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request mentioning their name, demat account number/folio number, email id, mobile number at investor@unominda.com. Those shareholders who have registered themselves as a speaker till 5.00 p.m. on Wednesday, 13[th] September 2023 will only be allowed to express their views/ask questions during the meeting.

3. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM.

VOTING THROUGH ELECTRONIC MEANS:

In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard-2 on General Meeting and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote at the 31[st] Annual General Meeting by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL).

1. The members who have cast their vote by e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

2. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on record date (cut-off date) i.e. Wednesday, 13[th] September 2023 are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cutoff date should treat this Notice of AGM for information purpose only.

3. The e-voting period commences on Friday, 15 September 2023 (9:00 A.M.) (IST) and ends on Tuesday, 19 September 2023 (5:00 P.M.) (IST). During this period, members of the Company, holding shares either in physical form or in dematerialised form, as on cut-off

Uno Minda Limited 7

NOTICE (Contd.)

date of Wednesday, 13 September 2023 may cast their vote by e-voting. The e-voting module shall be disabled by NSDL for voting thereafter. In addition, the facility for voting through electronic voting system shall also be made available during the AGM. Members attending the AGM who have not cast their vote by e-voting shall be eligible to cast their vote through e-voting during the AGM. Members who have voted through e-voting shall be eligible to attend the AGM, however, they shall not be eligible to vote at the meeting. Members holding shares in physical form are requested to access the e-voting facility provided by the Company through NSDL e-voting system at https://www.evoting.nsdl.com/. Once the vote on resolution is cast by the member, the member shall not be allowed to change it subsequently.

1. Mr. Rupesh Agarwal, Managing Partner (ACS No. 16302, CP No. 5673), failing him, Mr. Shashikant Tiwari, Partner (FCS No. 11919, CP No. 13050) of M/s. Chandrasekaran Associates, Company Secretaries, New Delhi, has been appointed as the Scrutiniser to scrutinise the e-voting process of AGM in a fair and transparent manner.

2. The Scrutiniser shall after the conclusion of voting at the AGM, will first count the voting at the AGM, thereafter unblock the votes cast through e-voting and make, not later than two working days of the conclusion of the AGM, a consolidated scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him/ Board, who shall declare the result of the voting forthwith.

3. The results declared along with the consolidated scrutiniser’s report shall be placed on the website(s) of the Company at www.unominda.com and on the website of NSDL at www.nsdl.com immediately. The Company shall simultaneously submit the results to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

4. INSTRUCTIONS FOR MEMBERS FOR E-VOTING AND JOINING THE VIRTUAL MEETING:

Step 1: Log-in to NSDL e-voting system at https://www. evoting.nsdl.com/

• A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• Login method for Individual shareholders holding securities in demat mode with NSDL.

• a. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl. com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the e-Voting period or joining virtual meeting & voting during the meeting.

• b. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp

• c. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period or joining virtual meeting & voting during the meeting.

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8 ANNUAL REPORT 2022-23

NOTICE (Contd.)

• d. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

• Login method for e-Voting and joining virtual meeting for Individual Shareholders holding securities in demat mode with CDSL.

• a. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www. cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• b. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• c. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• d. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

• Login method for Individual Shareholders (holding securities in demat mode) login through their depository participants:

• a. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period or joining virtual meeting & voting during the meeting.

• Login method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

How to Log-in to NSDL e-Voting website?

• a. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• b. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

• c. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

• d. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your login credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Uno Minda Limited 9

NOTICE (Contd.)

• e. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c. How to retrieve your ‘initial password’?

   • i. If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is

your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. i. Click on “ Forgot User Details/Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting. nsdl.com.

3. ii. Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

4. iii. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. iv. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

STEP 2: Cast your vote electronically and join virtual meeting on NSDL e-Voting system

1. After successful login at Step 1, you will be able to see all the Companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of Company for which you wish to cast your vote during the e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

10 ANNUAL REPORT 2022-23

NOTICE (Contd.)

1. Upon confirmation, the message “Vote cast successfully” will be displayed.

2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

3. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Important Note for Shareholders accessing e-voting

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre – Senior Manager -NSDL at evoting@ nsdl.co.in

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.

Item No. 5

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s Jitender Navneet & Co., Cost Accountants to conduct the audit of the cost records of the Company for FY 2023-24 at a remuneration of ` 7.35 Lakhs (Rupees Seven Lakh Thirty-Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for FY 2023-24.

None of the Directors/Key Managerial Personnel of the Company/ their relatives are, in any way, whether financially or otherwise, concerned or interested, in the resolution set out at Item No. 5 of the Notice.

The Board recommends the Ordinary resolution for approval by the members.

Item No. 6

As a part of the growth strategy and to augment the long-term resources of the Company for meeting funding requirements of its business activities and general corporate and other purposes, the Board is seeking enabling resolution for raising capital by way of public or private placement including by a Qualified Institutional Placement to strengthen capital base and for borrowing/raising funds through issue of Debt Securities (including but not limited to Bonds and Non-Convertible Debentures (NCDs) wherein the Capital so raised and/or the amount so borrowed shall not exceed a sum upto 1500 Crore (Rupees One Thousand Five Hundred Crore Only). The aggregate amount, if any, so raised through Debt Securities shall not form part of the limit of ` 1500 Crore (Rupees One Thousand Five Hundred Crore Only) as stated in Item No. 06, but shall be part of the limit approved by the Shareholder under section 180 (1)(c) of the Companies Act, 2013.

The fund raising may be through a mix of equity/equity linked instruments, and/or any other securities by way of Qualified Institutions Placement (QIP)/ Private Placement/ Public Offer in any combination or by making an invitation to subscribe to Bonds/Non-Convertible Debentures (NCDs)/other Debt Securities on private placement basis, as may be deemed appropriate.

The Approval of Shareholders’ is hereby sought for the issue of equity shares or such other securities linked to or convertible into equity shares or depository receipts of the Company or for making such invitation for issuance/ subscribe Bonds/NonConvertible Debentures (NCDs)/other Debt Securities.

Whilst no specific instrument has been identified at this stage, in the event the Company issues any equity linked instrument or any Securities, the issue will be structured in a manner such that the additional equity shares capital/ securities that may be issued pursuant to the above resolution would not be more than ` 1500 Crores (Rupees One Thousands Five Hundred Crores Only) including premium.

The equity shares, if any, allotted on issue/conversion of Securities shall rank in all respects pari-passu with the existing equity shares of the Company.

The resolutions proposed are enabling approvals and the exact combination of instrument(s), exact price, proportion and timing of the issue of the securities in one or more tranches and/or issuances and the detailed terms and conditions of such tranche(s)/ issuances will be decided by the Board in consultation with lead managers, advisors and such other authorities and agencies as may be required to be consulted by the Company in due consideration of prevailing market conditions and other relevant factors after meeting the specific requirements in a manner that the aggregate amount

Uno Minda Limited 11

NOTICE (Contd.)

of proceeds in one or more issuances or tranches shall not exceed overall limit of ` 1500 Crore or its equivalent in foreign currency(ies). The proposals therefore seek to confer upon the Board the absolute discretion and adequate flexibility to determine the terms of issue(s) and to take all steps which are incidental and ancillary.

The Company may also opt for issue of securities through Qualified Institutional Placement (QIP). A QIP of the securities of the Company may be less time consuming and more economical than other modes of raising capital.

Accordingly, the Company may issue securities by way of a QIP in terms of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (‘SEBI Regulations’). These securities will be allotted only to Qualified Institutional Buyers (QIBs) as per the SEBI Regulations and there will be no issue to non-institutional investors and existing non-institutional shareholders. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the securities will be decided by the Board or a committee constituted by the Board for this purpose, based on an analysis of the specific requirements after consulting all concerned. Therefore, the proposal seeks to confer upon the Board/the committee of the Board the absolute discretion to determine the terms of issue in consultation with the Lead Managers to the issue.

As per the provisions of the SEBI Regulations, an issue of securities on QIP basis shall be made at a price not less than the average of the weekly high and low of the closing prices of the related shares quoted on the stock exchanges during the two weeks preceding the ’relevant date’ or as may be stipulated in SEBI Regulations.

The Board/the committee of the Board may, at its absolute discretion, issue securities at a discount of not more than five percent or such other discount as may be permitted under applicable regulations to the ‘floor price’ as determined in terms of the SEBI Regulations, 2018, subject to provisions of Section 53 of the Companies Act,2013.

As the pricing of the offer cannot be decided except at a later stage, it is not possible to state upfront the price of Securities to be issued. However, the same would be in accordance with the provisions of SEBI ICDR Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999, the Companies Act, the Depository Receipts Scheme, 2014, Framework for issue of Depository Receipts dated October 10, 2019 issued by the Securities and Exchange Board of India, the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, the Master Direction - External Commercial Borrowings, Trade Credits and Structured Obligations, 2019, the Foreign Exchange

Management (Debt Instruments) Regulations, 2019, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 or any other guidelines/ regulations/ consents, each as amended, as may be applicable or required.

In case of issue of convertible bonds and/or equity shares through depository receipts, the price will be determined on the basis of the current market price and other relevant guidelines.

The pricing of the debt securities referred above depends on various factors which may include prevailing risk free rates, competitor rates of similar rating and tenor in the domestic or overseas markets, investor appetite for such instruments and prevailing investor regulations. Further, debt securities may be issued either at par/ premium/ discount to the face value depending upon the prevailing market conditions, as permitted by the relevant and applicable Laws, Rules and Regulations.

The “relevant date” for the above purpose, shall be:

• i. in case of allotment of equity shares, the date of meeting in which the Board decides to open the proposed issue;

• ii. in case of allotment of eligible convertible securities, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the equity shares, as may be determined by the Board.

The stock exchanges for this purpose are the BSE Limited and National Stock Exchange of India Limited.

In case of QIP issuance the proposed special resolution shall be valid for a period of 365 days from the date of shareholders’ approval, before which the Company is required to complete the allotments under the authority of said resolution.

In the event of the issue of the equity shares and/or eligible convertible securities as aforesaid by way of a QIP, the Special Resolution also seeks to empower the Board to undertake a QIP as defined by SEBI ICDR Regulations.

In connection with the proposed issue of Securities, the Company is required, inter alia, to prepare various documentations and execute various agreements. The Company is yet to identify the investor(s) and decide the quantum of Securities to be issued to them. Hence, the details of the proposed allottees, percentage of post preferential offer holding that may be held by them and post offer holding pattern of Securities of the Company and other details are not available at this point of time and shall be disclosed by the Company under the applicable regulations in due course (at appropriate times and modes).

Accordingly, it is proposed to authorise the Board to identify the investor(s), issue such number of Securities, negotiate, finalise and execute such documents and agreements as may be required and do all such acts, deeds and things in

12 ANNUAL REPORT 2022-23

NOTICE (Contd.)

this regard for and on behalf of the Company. The issue/ allotment/ conversion would be subject to the applicable regulatory approvals, if any. The issuance and allotment of Securities including equity shares to be allotted on conversion of Securities to foreign/ non-resident investors would be subject to the applicable foreign investment cap.

None of the Directors and Key Managerial Personnel of the Company/ their relatives are, in any way, whether financially or otherwise, concerned or interested, in the resolution set out at Special Business Item No. 6 of the Notice.

The Board recommends the Special Resolution as set out at item no. 6 for approval by the Members.

Item No. 7

The Company may establish branch office(s) of the Company outside India. Accordingly, in compliance to the provisions of Section 143 (8) of the Companies Act 2013 and the rules

made thereunder, it would be necessary to carry out an audit of the accounts of such Branch Office.

Members may further note that the accounts of the branch office shall be audited either by the Company’s auditor or by an accountant or by any other person duly qualified to act as an auditor of the accounts of the branch office in accordance with the laws of that country.

The Members are requested to authorise the Board of Directors of the Company to appoint branch auditors in consultation with the Company’s Auditors and fix their remuneration.

None of the Directors and Key Managerial Personnel of the Company/ their relatives are, in any way, whether financially or otherwise, concerned or interested, in the resolution set out at Special Business Item No. 7 of the Notice.

The Board recommends the Ordinary Resolution as set out at item no. 7 for approval by the Members.

DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING RE-APPOINTMENT AT ANNUAL GENERAL MEETING

==> picture [491 x 392] intentionally omitted <==

----- Start of picture text -----

Particulars Mr. Ravi Mehra
DIN 01651911
Date of Birth April 8, 1961
Age 62 years
Nationality Indian
Qualification CA & CS
Experience (including expertise in specific functional Mr. Ravi Mehra has more than 3 decades of experience in the Industry. He
area)/Brief Resume has a rich management experience in auto sector and has handled roles in
strategy, finance, marketing, manufacturing, materials, HR, and product/
technology development.
Terms and Conditions of Appointment / As disclosed in Corporate Governance Report
Reappointment
Existing and Proposed Remuneration As disclosed in Corporate Governance Report
(including sitting fees, if any)
Date of first appointment on the Board 01 April 2021
Shareholding in the Company as on the date of Holding 2,99,816 equity share
approval of this notice
Relationship with other Directors/ Key Managerial Not related to any Director/ Key Managerial Personnel
Personnel
Number of meetings of the Board attended during 8
the financial year 2022-23
Directorships of other Boards as on the date of - MI Torica India Private Limited
approval of this notice - MITIL Polymer Private Limited
Membership / Chairmanship of Committees of 1
other Boards as on the date of approval of this
notice
Listed entities from which the Director has resigned Nil
in the past three years
----- End of picture text -----

Uno Minda Limited 13

NOTICE (Contd.)

DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING RE-APPOINTMENT AT ANNUAL GENERAL MEETING

==> picture [491 x 565] intentionally omitted <==

----- Start of picture text -----

Particulars Mr. Nirmal Kumar Minda
DIN 00014942
Date of Birth 07 November 1957
Age 66 years
Nationality Indian
Qualification B.SC
Experience (including expertise in specific functional Mr. Nirmal K Minda (DIN: 00014942) (aged 66 years), is an industrialist
area)/Brief Resume with rich business experience of more than three decades in the
Auto Components Sector, he has been instrumental in forging new
alliances and joint venture partnership with globally renowned names.
He leads the UNO MINDA Group currently with various other laurels
to his name. He has been conferred with ‘EY Entrepreneur of the Year’
Award in Manufacturing Category in 2019. The Group grew manifold
under his dynamic leadership, established footprints globally and
received numerous awards and recognitions. He has held many offices
in bodies like CII as Vice Chairman, Haryana State Council & Special
Invitee, Northern Regional Council. He also served as the Chairman of
ACMA, Northern Region for three consecutive years, followed by Vice
President for 2016-17 President of ACMA for the year 2017-18.
Terms and Conditions of Appointment / Reappointment As disclosed in Corporate Governance Report
Existing and Proposed Remuneration As disclosed in Corporate Governance Report
(including sitting fees, if any)
Date of first appointment on the Board 16 September 1992
Shareholding in the Company as on the date of Holding 12,91,64,420 equity share
approval of this notice
Relationship with other Directors/ Key Managerial Mr. Vivek Jindal, Son in law
Personnel
Number of meetings of the Board attended during the 9
year
-
Directorship of other Boards as on the date of approval Kosei Minda Aluminum Company Private Limited
of this notice - Minda Kosei Aluminum Wheel Private Limited
- Minda I Connnect Private Limited
-
Minda Mindpro limited
-
Minda Spectrum Advisory Limited
-
Shreeaumji Real Estate SEZ Private Limited
-
Shreeaumji Infrastructure & Projects Private Limited
- Mindarika Private Limited
- Shreeaumji Infrastructure & Projects Private Limited
Membership / Chairmanship of Committees of other No membership in any of the Committees
Boards as on the date of approval of this notice
Listed entities from which the Director has resigned in Nil
the past three years
----- End of picture text -----

By Order of the Board For UNO Minda Limited Formerly Known as Minda Industries Limited

Place: Gurugram Date: 09 August 2023

Tarun Kumar Srivastava

Company Secretary & Compliance Officer

14 ANNUAL REPORT 2022-23