UNO Minda Limited - Annual Report 2021

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MINDA Ul►l l

Minda Industries Ltd.

Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 13/06/2021

THINK . INSPIRE. FLOURISH

National Stock Exchange oflndia 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: MINDAIND BSE Scrip: 532539

Sub:-Outcome of the Board Meeting

Audited Financial Results (Standalone & Consolidated) for the Quarter and Year ended 31 March 2021
2) Recommendation of final dividend
3) Fund Raising upto Rs.700 Crores through issue of securities
4) Approval of Postal Ballot Notice.
5[)] Inveslment in equity shares of Minda Onkyo India Private Limited, Joint Venture Company
Investment in Harita Fehrer Ltd. by acquisition of shares from F. S. Fehrer Automotive GMBH, Germany, JV partner
6)
7) Restructuring of following overseas step down subsidiaries of the Company a) CH-Signalakustics GmbH
b) Clarton Hom-Morocco SARL

Dear Sir(s),

We wish to inform that at meeting of the Board of Directors of the Company held today i.e. Sunday, 13 June, 2021, the following matters were approved by the Board: -

1) Audited Financial Results (Standalone & Consolidated) for the quarter and year ended on 31 March, 2021.
2) Final dividend of Rs. 0.50 per equity share on the face value of Rs. 2 each i.e. 25% to the equity shareholders for the year ended on 31 March, 2021, subject to the approval of the shareholders at the Annual General Meeting. The Interim dividend of Rs. 0.35 per share on the face value of Rs. 2 each i.e.17.50% was paid to the equity ui
shareholders during the quruier ended on 31 March, 2021, Lherefun: Lhe Lu Lal vi<.lt::n<.l for the financial year ended on 31 March, 2021 aggregates to Rs.0.85 per equity shares ofRs.2 each i.e. 42.50%.

Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the following statements, duly approved/signed (Annexure I):

a) Audited Standalone Financial Results for the quarter and year ended on 31 March 2021.
b) Auditors' Report on the Audited Standalone Financ· 1><'<'":tUi-� the quarter and year ended on 31 March, 2021.

Contd ... P/2

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MINDA INDUSTRlliS LTD. (Corporate) Villago Nawada Fatohpur, P.O. Sikandorpur Bodda, Manosar, Distt. Gurgaon, Haryana - 122004, INDIA. T: +91 124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - [email protected], www.unominda.com, Regd. Office : B-64/1, Wazirpur Industrial Area, Delhi-110052, CIN : L7 4899DL l 992PLC050333

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c) Audited Consolidated Financial Results for the quarter and year ended on 31 March 2021.
d) Auditors' Report on the Audited Consolidated Financial Results for the quarter and year ended on 31 March, 2021.
e) Declaration for unmodified opinion in terms of Regulation 33(3)(d) as amended by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 for both Audited Standalone and Consolidated Financial Results for the Quarter and Year ended on 31 March, 2021.

3) Fund Raising upto Rs. 700 Crores through issue of securities.

Board considered the proposal for fund raising upto Rs. 700 Crores, to be used, 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 financial obligation.

Board gave its in-principle approval subject to approval of shareholders ,to issue such number of Equity Shares, global depository receipts ("GD Rs"), American depository receipts ("ADRs"), foreign currency convertible bonds ("FCCBs"), other financial instruments convertible into Equity Shares (including wa ants 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 wa ants with right exercisable by the wa ant 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, up to Rs. 700 Crores (Rupees Seven Hundred Crores only) 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., in one or more tranches, whether Indian rupee denominated or denominated in foreign currency, and/or by way of a public or private placement including but not limited to Qualified Institutions Placement ("QIP") such number of equity shares, or any other equity related instrument of the Company including 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 to strengthen the overall capital structure of the company.

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4) Postal Ballot Approval

The Postal Ballot Notice, as approved by the Board, is to be sent to the shareholders of the company for the following matters:

a) Fund Raising upto Rs. 700 Crores in one or more tranches through issue of securities,
b) Regularisation of the appointment of Mr. Ravi Mehra (DIN: 01651911) as Director of the Company liable to retire by rotation.
Regularisation of the appointment of Mr. Ravi Mehra (DIN: 01651911) as Whole Time Director Designated as Deputy Managing Director of the Company with effect from 1st April, 2021 to hold office for a tenure of 3 years, liable to retire by rotation.
c)
d) Re-appointment of Ms. Pravin Tripathi (DIN: 06913463) as an Independent Director of the Company for a second term of two years i.e. with effect from 6 February, 2021 to 05 February, 2023.
e) Re-appointment of Mr. Krishan Kumar Jalan (DIN: 01767702) as an Independent Director of the company for a second term of two years i.e. w.e.f. 16th May, 2021 to 15 May, 2023.

5) Investment in equit sbares of Minda Ono India Private Limited, Joint

Venture Company.

Board approved to subscribe 68,00,000 equity shares of Minda Onkyo India Private Limited (Minda Onkyo) of the face value of Rs. l O (Rupees Ten) at par under right issue, aggregating to Rs. 6.80 Crore (Rupees Six Crore Eighty Lacs).

Minda Onkyo is a 50:50 joint venture company in which 50% stake is held by Onkyo Sound Corporation, Japan and 50% stake is held by Minda Industries Limited. Minda Onkyo is engaged in manufacturing, design and sales of speakers & related audio technologies.

Pursuant to the Regulation 30 of SEBI (LODR} Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter is attached as Annexure-11, to this letter.

6) Investment in Harita Fehrer Ltd. by acquisition of shares fom F. S. Fehrer Automotive GMBH, Germany, JV partner

Harita Fehrer Ltd. (hereinafter called as "HFR") a Joint Venture between Harita Seating Systems Limited ("HSSL") and F.S. Fehrer Automotive GmbH ("Fehrer"). HSSL and Fehrer held 51% and 49% equity stake in the Company respectively. Upon merger of Harita with Minda Industries Ltd (Minda) being effective from April 1, 2021, Minda has become the shareholder of the HSSL and now holds 51 %.

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Contd ... P/4

HFR is engaged in the business of manufacturing of seats to the automotive industry, offering moulded foam, armrest, headrests, two, three wheeler seats, polyurethane composites, spring aids and bump stops.

Board approved the purchase of 49% stake of HFR, comprising of 98,48,040 (Ninety Eight Lacs Forty Eight Thousand Forty) equity share of face value Rs.10 each, from its existing shareholder F.S. Fehrer Automotive GmBH for a total consideration of Rs.115 Crores (Rupees One Hundred Fifteen Crores). Post acquisition, HFR will become wholly owned subsidiary of the Company. The expected date of completion is on or before 30 November, 2021.

Pursuant to the Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBT Circular No. CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter is attached as Annexure-III, to this letter

7) Restructuring of fllowing overseas step down wholly-owned subsidiaries of the Company

The Board approved restructuring of following overseas step down subsidiaries of the Company.

a) CH-Sigalkustics, Overseas Step Down wholly-owned Subsidiar of the company

CH-Signalkustics is purely a marketing company and rendering marketing services to Clarton Hom. As the marketing will be shifted to other company in group, as such CH-Signalkustics, will cease as a separate legal entity which will save annual costs on accounting, legal services, better control on costs and resources.

b) Clarton Horn-Morocco, Overseas Step Down wholly-owned Subsidiar of the company

As the existing customers are now being directly served by Clarton, Spain, hence Clarton Hom-Morocco will cease as a separate legal entity which will save annual costs on facility maintenance, accounting and legal services.

Pursuant to the Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter is attached as Annexure-IV, to this letter

The meeting commenced at 12.35 pm and concluded at 6.45 pm.

These aforesaid results are also being made available on the website of the company at www.unominda.com

It is for your information and records please.

Thanking you.

Yours faithfully, For MINDA INDUSTRIES LTD. �f<t vo..-,/� Tarun Kumar Srivastava Company Secretary & Compliance Ul,Het�.-,,,

Encl: As above.

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MINDA INDUSTRIES LIMITED REGD. OFFICE: B-64/1, WAZIRPUR INDUSTRIAL AREA, DELHI-110052 STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31 MARCH 2021

PARTICULARS 1Income (a) Kevenue tom operations (b) Other income Totl income 2 Expnse (a) Cost of materals consumed (b) Purchases of stock-in tde (c ) Changes in inventories of fnished goods, stok-in trade and work-in-progess (d) Employee benefits expense (e) Finance cost (f) Depreciation and amorisation expense (g) Other expenses Totl expns 3Proft/(loss) bfre exceptional items and (ax 4 Exceptional items (Refer note 4) 5Proft/(Lo ) rrom continuing operations after exceptional items hut befre taxe 6 Tax expense a) Current Tax b) Defered Ta 7 Net profit /(loss) fr theperioafter taxe (A) 8 Total other comprehensive income fr the priod (B) (a) (i) Items that will not be reclassifed to proft or loss (ii) Income-tax rlating to items that will not b relassified to proft & loss (b) (i) Items that will b reclassifed to proft or loss (ii) Income-tax relating to items that will b rela ified to profit & loss 9 Total comprehensive income fr the priod (A+ B) 10Paid up equity share capital 11Other Equity 12Ea gs per share (Face value Rs. 2 each) (not annualised) aEa g pr shar continued opertions (fce value Rs. 2 each) (not annualised) a) Basic (in Rs.) b) Diluted (in Rs.) hEa g pr share discontinued opertions (fce value Rs. 2 each) (not annualised) a) Basic (in Rs.) b) Diluted (in Rs.) CEa gs per share (Face value Rs. 2 each) (not annualisd) a) Baic (in Rs.) b) Diluted (in Rs.) 13 Debt Equity Ratio 14 Debt Serice Coverage Ratio 15 Interest Service Covera1e Ratio	Quaru:r ended 31-Mar-21 31-Dec-20 31-Mar-20	Quaru:r ended 31-Mar-21 31-Dec-20 31-Mar-20	Quaru:r ended 31-Mar-21 31-Dec-20 31-Mar-20	*'R.,. i11 l'ror t'tpt per s!ml data}* Year ended 31-Mar-21 31-Mar-20
	(Audited) (Refer note 12) 1,306. 4.16 1,310.27 733.65 121.10 4.85 153.40 7.00 51.76 147.71 1,219.47 90.80 (10.00) 80.80 24.51 16.89 7.62 56.29 6.99 10,67 (3.68) - 63.28 - 2.07 1.98 - - 2,07 1.98	(Unaudited) (Audited) (Audited) (Audited) <Refer note 12l 1, 19117 R7707 1,700 64 3,524.72 7.01 16.82 54.62 64.85 1,200.18 843.84 3,755.26 3,589.57 626.29 389.29 1,94.40 1,837.99 178.70 128.02 465.47 472.79 (23.50) 10.53 (38.51) (20.63) 134.31 112.54 484.05 475.18 10.77 11.74 38.53 49.02 48.09 41.55 177.85 156.10 143,00 127,28 456.03 464.06 1,117.66 820.95 3,577.82 3,434.51 82.52 22.89 177.44 155.06 (17.19) (10.00) (42.75) 82.52 5.70 167.44 112.31 21.43 2.77 48.47 23.14 12.75 2.08 31.73 2523 8.68 0.68 16.73 (2.09) 61.09 2.93 118.98 89.17 (1.83) (0.65) 2.66 (3.80) (2.87) (1.42) 3.95 (5.69) 1.05 1.18 (1.29) 2.31 - (0,41) - (0.41) - - - 59.26 2.28 121.64 85.37 - - - - 1,593.45 1,296.97 2.25 0.11 4.45 3.40 2.15 0.11 4.27 3,25 - - - - - 2.25 0.11 4.45 3.40 2.15 0.11 4.27 3.25 0.26 0.45 0.52 0.56 *5 35* 3.29	(Audited) <Refer note 12l

MINDA INDUSRIES LIMITED

Standalone Balance Sheet as at March 31, 2021

MDA IDUSRIES LIMITED Standalone Balance Sheet as at March 31, 2021	MDA IDUSRIES LIMITED Standalone Balance Sheet as at March 31, 2021	MDA IDUSRIES LIMITED Standalone Balance Sheet as at March 31, 2021	MDA IDUSRIES LIMITED Standalone Balance Sheet as at March 31, 2021
(RsinCrorc)
Particulars As at 31 March 2021 (Audited)			As at 31 March 2020 (Audited)
ASSETS 1. Non-current assets Property, Plant and Equipment 1,031.78 823.84 Capital work-in-progress 59.77 199.64 Right-f-use assets 91.48 94 58 Intangible Assets 110,13 117.27 Intangible Assets Under Development 20.83 19.92 Goodwill on Acquisition 31.39 31.39 Financial Assets (i) Investments 1,131.93 1,019,86 (ii) Loans 19.92 17.05 (iii) Other 2.12 2.30 Other Tax Assets 20 64 34,75 Other Non-current Assets 18.78 37.49 Total- Non current asset 2.538.77 2,398.09
	Total- Non current asset	2.538.77 2,398.09
2. Current Asset Inventories Financial Assets ( i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than those included in cash and cash equivalents (v) Loans (vi) Other financial assets Other curenta ets		369.87 284.80 - 23.44 683,67 539.45 74.31 125.27 5.16 13 47 0.17 1.70 11.62 16.93 l18.91 103.1 I
Totl- Current asset		1,263.71	1,108.17
3. Assets held fr sale		~~-~~	7.80
TOTAL ASSETS		3,802.48	3,514.06
EQUITY AND LIABILITIES Equity Equity share capital Other Equi tv		54.39 1,593.45	52,44 1,296.97
Total Equitv		1,647.84	1,349.41
LIABILITIES 1. Non-urrent liabilities Financial Liabilities (i) Borowings (ii) Lease liabilitie (iii) Other financial liabilities Provisions Dfred tax liabilities(Net)		292.46 490.06 16,94 22.36 29,09 20.86 67.45 62.40 17.87 9.94
Total- Non current liabilitie		423.81 605.62
2. Current Liabilities Financial Liabilities (i) Borowings 221.86 128.42 (ii) Leae liabilities 6.62 7.15 (iii) Trade payables - -
(a) Total outstanding dues of micro & small enterprses 142,38 80.20 (b) Total outstanding dues of creditor other than micro & small 637.90 630,96 (iv) Other financial liabilities 638.44 613.13 Other curent liabilities 63.06 77,72 Provisions 20.57 17.l I Totl- Current liabilitie 1,730.83 1,554.69 3. Liabilitie related to assets held ror sale ~~-~~ 4.34 TOTAL Equit and Liabilities 3,802.48 3,514.06

Minda Industries Limited

SIIUldalone Cash Flow SUllell'.l!nt ror the year ended JI Man:h 2021 (Al amounts in lntliM , crora., tm.lt:.U otherwise staled) CIN:- L7-1899DLl992PLC0:51WJ

Min Inutre Limite SIIon Cah Fow SUlelnt ror th ye en JI Mnh 221 (Al as in lntliM , cror, tt otheris saled) CI:- L7-DLl92PLC
A Cah no, rrom or� a ie : Prot Wee t' Ajusl fa: �itant i FiCo Intet i o fl'o dil Libilili / p ni!� nn lnng requul wrllh.,1 h1tcL Oi\;cl in &a n um:nt im- Sn of pt frc prp fmu F' i fo shre aU und eity s sre b pyml Unrcli (&i.nY lo uu F1.till1 iwrt - nu1ual (ll1) Dubul t an o n,-abk p\'i fo MTM pin n rnrw1mt cn1c1 Gin o sid F ofimct lmai o imul P fe warrnty Pt o s c p, pl an cuipl Onling pt boe \' cpil1 chg Adju fo "'WDI capitl ch�: D (is) in in,U Drc (inrauc) in ln n- blc a o D (is) in L n cu D (is) in Ln ct Dns (inns) in o cwmt rmil A Drcs (inrc) in o tct rnnil ass Drms (itc) in Olh n-<ml aus Ds (ins) in o t as lns (d) in l pyabl Inns (d) i n o Currmt fnnil libilili Inns(d) in O cuet libiliti Inrcs(d) in s-rcm pO\ilio Inraf(d ) in o n cum:t fnnl libilitie I in k- Pis Cah glC .c at I1xpid Nd Cmh fs frm oprdn ai,iti (A) B. Cm l1 rro innstng ati\iti Pmt fo a r sma m j· c.tll e S P r CLtL lm't P o l•. Pt r El P 1 s o p·, pt a owp Ina rccc1\'c o fr«: dt S opl l p■nn<l11p rum Did I o N Cl io,-t D in dcit (lilh os mt..t mO lh t m.tb) Net < U In lnvng 1 1\itl (B) C Ca. now, rrm rUg IIMti - J i o Cly s a Si1 pniu loNoot i P l (" o tt u bin&s P f/ (l"'11 •� Lg Le booowing In' p o b,ing D p (inluina Cl di\id I) N" - in rau,nrn ■r:thitn cq Ne inr (d) in C and c euinlentJ(A+B+C ciI" � . bg Ca 1"e,_.lc coh■nd B "it b: -o ,rl u -a dt a Ca md c eui,un ■ t e o� )a	Forth)urad JI-M■r-21 167.+ m.85 38.53 (1.9) (1.26) (19.'ll) (8.5) 1.05 2.21 4.47 (0,S6) (4.30) 4.24 (4.01) IK7.3U 3S4 74 (35 07 (149 02) (287) 13 574 (001) 010 (15.8) 6935 J.:4 (14.67 SOS 8 23 3 18 (1771) 18403 (2771) 15.33 (112.97 27 74 (2 8) 10.36 2 12 8 50 199 •-s• (2<.611 1 95 25.Jl (520) 944 (ln.M) (-6.21) (9 52) 51.33 (5 .95) 125 27 74.31 0 30 61.6 12.35 74.31	For th ye e 31-Mar20 11231 156 10 4902 (3 02) (0.33) (32.81) (740) 1 20 (7 82) 0 15 (7 08) 3S5 8 29 6 61 (867) 157,71 270 03 (104) 116 71 (2 8) (052) 548 I 7 (007) (4 1.75) 101,n (13 39) 22.16 7.53 235 (0 2�)
		19445 �.47 (3337)
		HI.ID (8.0) (17 50) (421,70) 1422 3.26 7.40 32,8 (0.Ul
		(J.701 (9 0) 205 75 (46.56) (3056) 32,6
		74.0 51.27 12,2 0,61 1055 15 10 125,27

1 The Cash Flow Statement has bcai pn:pomi und<r Lhc: 'lndiu:cl Mdlul' a, .. 001 in Ind AS 7, as spccif,cd undc, lhc ""'ion 133 orlhcCompanics kl 2013

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Notes on audited standalone financial results:

l) The above audited standalone financial results for the quarter and year ended 31 March 2021 have been reviewed on 13 June 2021 by the Audit Committee and approved by the Board of Directors.

These results along with the audit report of the Statutory Auditors have been filed with stock r.xchnngc,;, pummnt to Regulations 33 and 52 of the Securities and Exchange Boord of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are available on the stock exchanges' websites, NSE website (www.nseindia.com), BSE website (www.bseindia.com) and on Company's website (www.unominda.com).

2) These Standalone Financial Results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.
3) During the quarter, the following investment was made by the Company:
Additional 42,857,143 equity shares having face value of Rs. 10/- each in Tokai Rika Minda Private Limited a joint venture for a total consideration of Rs. 42.86 Crores thereby increasing the shareholding to 30%
4) Exceptional items consist of the following expenses:

	( Rs in Crores	( Rs in Crores	( Rs in Crores	( Rs in Crores	( Rs in Crores	( Rs in Crores
	.
Particulars		Quarter ended 31 March 2021		Quarter Quarter Year Year ended31 ended 31 ended 31 ended31 December March March March 2020 2020 2021 2020
Acquisition_I_ amalgamation related expenses	~~-~~			~~-~~ (7.80) ~~-~~ (33.36)
Impairment of investment in Associate/ Joint Venture Companies	(10.00)			~~-~~ (8.29) (10.00)		(8.29)
Impairment of Property, plant and equipment	~~-~~ (10.00)		~~-~~	~~-~~	(1.10) ~~-~~	(1.10)
Total				~~-~~	(17.19) (10.00)	(42.75)

5) The Company is engaged in the business of manufacturing of auto components including auto electrical parts and its accessories and ancillary services and there is no separate reportable business segment as per Ind AS 108 on Operating Segments.
6) Pursuant to the Scheme of Amalgamation ('Scheme') under the provisions of Section 230 to 232 of the Companies Act, 2013, for amalgamation of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited (together referred to as "Transferor companies"), with Minda Industries Limited ("Transferee Company" or "the Company") as approved by the Hon'ble National Company Law Tribunal vide its order dated 01 February 2021 with the appointed date of 1 April 2019. The Company had received the certified copy of the said order on 12 March 2021 and the same had been filed with the respective Registrar of Companies on 1 April 2021. The Company has given effect to the scheme as per Ind AS 103- Business Combinations in the standalone financial results w.e.f. appointed date i.e. l April 2019 in accordance with General Circular No. 09/2019 by Ministry of Corporate Affairs dated August 21, 2019. Costs related to acquisition amounting to Rs. 20.39

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Crores (including stamp duty on assets transfer) have been charged to the Statement of Profit and Loss on the appointed date. Accordingly figures of previous period/year have been restated.

Fair value of assets and liabilities recognised in respect to above business combination are as follows:

Particulars	(Transferor Companies) In Crores
Non Current assets (including propert, plant and equipment and intangible assets)	475.50
Current assets	66.20
Borrowings	39.90
Other Assets (net of other liabilities)	0.55
Total net identifable assets acquired 502.35
Defrred tax liabilit 17.86
Net worth allocated 484.49
Purchase Price 515.88
Goodwill 31.39

7) Pursuant to the Scheme of Amalgamation ( 'Scheme') under the provisions of Section 230 to 232 of the Companies Act, 2013, for amalgamation of wholly owned subsidiaries i.e. MJ Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (together referred to as "transferor companies"), with Minda Industries Limited ("Transferee Company" or "the Company") as approved by the Hon 'ble National Company Law Tribunal vide its order dated 01 June 2020 with the appointed date of 1 April 2019, all the assets, liabilities, reserves and surplus of the transferor companies have been transferred to and vested in the Company with effect from this date at their carrying values. The Company had received the certified copy of the said order on 17 July 2020 and the same had been filed with the respective Registrar of Companies on I August 2020. The Company has given effect to the scheme in the standalone financial results in the previous year. (Refer note 4 above for costs related to acquisition amounting to Rs. 7.80 Crores (including stamp duty on assets transfer))
8) The Board of directors of the Company in its meeting held on 6 February 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approval(s) of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCL T), New Delhi. Appropriate accounting treatment of the Scheme will be done post receipt ofNCLT approval.
9) During the current quarter, Minda TG Rubber India Private Limited ("MTG") has issued fresh equity shares to Toyoda Gosei Co. Limited (other Joint venture partner) resulting in increase of their shareholding from 49.90% to 51.00% and reduction of shareholding and control of the Company from 51.00% to 49.90% resulting into loss of control. Accordingly, the appropriate accounting treatment of the Loss of control of the Company in MTG has been done and now investment in MTG is considered as an investment in Joint Venture.
10) On 11 August 2020, the Board of Directors of the Company approved issue of97,l l,739 fully paid up equity shares of face value of Rs. 2 each (the "Rights Equity Shares") amounting to Rs. 242.79 crores at a price of Rs. 250 per Rights Equity Share (including premium of Rs. 248 per Rights Equity Share), in the ratio of 1 Rights Equity Shares for every 27 existing fully paid-up shares held by the eligible equity shareholders as on 17 August 2020, the Record date. Further, on 15 September 2020, the Rights Issue Committee of the Board of Directors approved the allotment of Rights Equity

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Shares in relation to the said Rights Issue and consequently Rights issue shares were issued during the year. There is no deviation in use of proceeds from the objects stated in the Offer document for rights issue. Pursuant to IND AS 33, basic and diluted earnings per share for the previous periods have been restated for the bonus element in respect of right issue made during the year ended 31 March 2021.

11) In vi1.:w uf lht: pandt:mic relating to COVID - 19, the Company has considered internal and external iufunualiun and has performed an analysis based on current estimates while assessing the recoverability of investments, property plant and equipment, intangible assets, right-of-use assets, trade receivables, other current and financial assets, for any possible impact on the Financial Results. The Company has also assessed the impact of this whole situation on its capital and financial resources, profitability, liquidity position, internal financial reporting controls etc. and is of the view that based on its present assessment this situation does not materially impact the financial results. However, the actual impact ofCOVID- 19 on the financial results may differ from that estimated due to unforeseen circumstances and the Company will continue to closely monitor any material changes to future economic conditions.
12) Figures for the quarter ended 31 March 2021 and 31 March 2020 represent the difference between the audited figures in respect of the full financial year and the figures of nine months ended 31 December 2020 and 31 December 2019 respectively, as restated.
13) The Board of Directors had declared an interim dividend at the rate of Rs 0.35 per share i.e, 17.50% on equity shares and the same was paid during the current quarter. Further the Board of Directors has declared final dividend of Rs 0.50 per share i.e, 25.00% on equity shares for the FY 2020-21.
14) Ratios have been computed as follows:
a) Debt Equity Ratio[= ] Long term debt*/ Equity
b) Debt Service Coverage Ratio = Earnings before finance cost and tax**/ (Interest on debt+ Principal Repayment within next 12 months including short term borrowings)
c) Interest Service Coverage Ratio[= ] Earnings before finance cost and tax**/ Interest on debt
d) *Long term debt comprises long term borrowings and current maturities of long term borrowings
e) ** Earnings before finance cost and tax excluding Share of associates I joint ventures.

For Minda Industries Ltd.

Place: Gurugram (Haryana) Date: 13 June 2021

nirmal kumar Digitally signed by nirmal kumar minda minda Date: 2021.06.13 18:46:00 +05'30' Ninnal K Minda Chairman & Managing Director

-I}[-]

BS R & Co. LLP

Chartered Accountants

Building No. 10, 12th Floor, Tower-C, DLF Cyber City, Phase-II, Gurugram -122 002, India

Telephone: +91 124 719 1000 Fax: +91 124 235 8613

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF MINDA INDUSTRIES LIMITED

Report on the audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying standalone annual financial results of Minda Industries Limited (hereinafter referred to as the "Company") for the year ended 31 March 2021, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:

a. are presented in accordance with the requirements of Regulation 33 and 52 of the Listing Regulations in this regard; and
b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143( 10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion on the Standalone annual financial results.

Emphasis of Matter

We draw attention to note 6 to the standalone annual financial results for the year ended 3 1 March 2021 which describes the overall accounting for and in particular basis for restatement of the comparatives previous periods by the Company's management consequent to the Scheme of Amalgamation ('Scheme') for amalgamation of the Company and Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited ("collectively referred to as transferor Companies"). The Scheme has been approved by the National Company Law Tribunal ('NCLT') vide its order dated 1 February 2021 with appointed date of 01 April 2019 and a certified copy has been filed by the Company with the Registrar of Companies, Delhi, on I April 2021.

Our opinion is not modified in respect of this matter.

Principal Office:

1t.tn Floor, Central B Wing .1nU North C Wirtl'J. N115::::o IT Park�. Nus:o Center. Western Express Hlflhw;ty-. GOfOQilOn {Ea ). MUli' .tl • 100003

B S A & Co (a partnership firm with Registration No. BA612231 converted into B S R & Co. LLP (a Limited Liability Partnership with LLP Registration No AAB-8181) with effect from October 14, 2013

-1[2.-]

BS R & Co. LLP

Management's and Board of Directors' Responsibilities for the Standalone Annual Financial Results

These standalone annual financial results have been prepared on the basis of the standalone annual financial statements.

The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/ loss and olher comprehensive income and other financial information in accordance with the recognition and measurement principles laid clown in Tndian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process

Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment·and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone annual financial results,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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BS R &Co. LLP

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial results made by the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the rehite:d disclosures in the standalone annual financial results or, if such disclosures arc inadequate, to modity our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone annual financial results, including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

a. The standalone annual financial results include the Company's share of net profit of Rs. 8.50 Crores for the year ended 31 March 2021 in respect of three partnership firms, whose financial statements have not been audited by us. These financial results have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the standalone annual financial results, in so far as it relates to the amounts, included in respect of these partnership firms, is based solely on the reports of the other auditors. Our opinion is not modified in respect of this matter.
b. The standalone annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the unaudited year to date figures up to the third quarter of the current financial year, as restated (refer note 6 to the standalone annual financial results), which were subject to limited review by us. Further, we did not review the financial information of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited up to the third quarter of the current year included in restated unaudited year to date figure upto the third quarter. The financial information ofHarita Seating Systems Limited has been reviewed by other auditor who expressed unmodified opinion on this financial information.
1 I

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BS R & Co. LLP

c. We did not review/audit the financial information ofHarita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited for the following periods included in standalone annual financial results consequent to its amalgamation with the Company with the appointed date of 1 April 2019 (refer note 6 to the standalone annual financial results):

We did not review/audit the fnancial infrmation ofHarita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited fr the fllowing periods included in standalone annual fnancial results consequent to its amalgamation with the Company with the appointed date of 1 April 2019 (refr note 6 to the standalone annual fnancial results):	We did not review/audit the fnancial infrmation ofHarita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited fr the fllowing periods included in standalone annual fnancial results consequent to its amalgamation with the Company with the appointed date of 1 April 2019 (refr note 6 to the standalone annual fnancial results):	We did not review/audit the fnancial infrmation ofHarita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited fr the fllowing periods included in standalone annual fnancial results consequent to its amalgamation with the Company with the appointed date of 1 April 2019 (refr note 6 to the standalone annual fnancial results):
(Rs. in Crores)
Particulars For the quarter ended 31 March 2020		For the year ended 31 March 2020
Total revenue 71.28 Total net profit afer tax 3.17		353.74 3.24
Total comprehensive income	2.71	2.87
Total assets		306.74
Cash outfows (net)		(17.17)

These financial information/ statements were audited by other auditors, as adjusted for the accounting effects of the Scheme recorded by the Company (in particular, the accounting effects oflnd AS 103 'Business Combinations') and other consequential adjustments, which have been audited by us. Our opinion is not modified in respect of this matter.

For BS R& Co. LLP Chartered Accountants

Firm's Registration No: 101248W/W-100022

RAJIV Digitally signed by RAJIV GOYAL GOYAL Date: 2021.06.13 18:57:37 +05'30'

Rajiv Goyal

Partner

Place: Gurugram Date: 13 June 2021

Membership Number: 094549 ICAI UDIN: 21094549AAAADB3787

1.s-

MINDA INDUSTRIES LIMITED REGD. OFFICE: 8-64/1, WAZIRPUR INDUSTRIAL AREA, DELHI-I 10052 STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31 MARCH 2021

	*(R. In Crou �t�pt p�r �lnr1 llmn)*	*(R. In Crou �t�pt p�r �lnr1 llmn)*	*(R. In Crou �t�pt p�r �lnr1 llmn)*	*(R. In Crou �t�pt p�r �lnr1 llmn)*
PARTICULRS IIncome (n) Rc\cnuc from opcration3 (b) Other income Total income 2 Expnse (a) Cost of materials consume (b) Purchaes of stok-in trade (c) Changes in inventories of fnishe gos, stok- in trade and work-in-progess (d) Employee benefit epense (e) Finance costs (f Depreciation and amortisation expense (g) Other expenses Total expnses 3Proft/(loss) berore share or proft(loss) or assoiates _I_joint ventures. exceptional item and tax 4Exceptional items (Refer note 4) 5Proft/(loss) after nceptional items but brore share or prort/(1055) or assoiates / joint ventures and taxes 6 Tax expne a)Current t b)Deferred tax 7Net proft /(loss) ror the perio afer taxe but bfore share or prort/(loss) or assoiate / joint venture 8Share of proft(loss) of assiates / joint ventures 9Net proft/(lo ) orter shace or proft/(loss) or assoiate/ joint venture (A) 10 Other comprehensive income for the Perio (B) (a) (i) Items that will not be recla ifed to proft or loss (ii) Income-lax relating to items tat will not be recla ifed to proft & loss (b) (i) Items that will be reclassifed to proft or loss (ii) Others 11Total comprehensive income fr the Perio (A+ B) 12 Proft for the prio attributable to: (a) Owners ofMnda Industres Limite (b) Non�ntrolling interets 13Other comprehensive income 1ttributable to: (a) Owners of Minda Industie Limite (b) Non-controlling interets 14 Total CGmprehensive income attributable to: (a) Owners or Minda Induste Limite (b) Non-contolling interets 15 Paid up euity share capital (Face value Rs 2 pr 16 Other Equity 17 Eing per share (Face value Rs 2 ech) (not annualise) a) Basic (in Rs ) b) Diluted (in Rs ) 18 Debt Equity Rato 19 Debt Service Coverge Rato 20 Interest Serice Covera!e Ratio	Quarter ende Year ended 31-Mar-21 31-Dec-20 31-Mar-20 31-Mar-21 31-Mar-20
	(Audited) (Unaudite) fRerer note 121	(Audite) (Rerer note 12) 1,497 7� 14 01 1,�11.76 718 84 181.65 4.03 235,18 21,96 89.47 218,17 1,469.29 42.47 (8 90) 33,57 14.65 21,18 (6.53) 18.92 (0 28) 18.64 1.31 (2.47) l.55 2 23 . 19.95 13.10 5.54 1.29 0.02 14.39 S.56 050 0 48	(Audited) G,J7J 74 47 03 6,410, 77 3,456 43 528 76 (65 90) 981.69 73 65 375 30 747 77 6,097.70 323.07 l 73 324.80 100.53 98 29 2 24 224.27 24.17 248.44 14.75 3.77 (1 26) 8 26 3 98 263.19 206.63 41.81 14.31 0.44 220.94 42.25 54 39 2,202.18 7 73 7 41 0 29 0 68 5 41	(Audited) G,222.03 40.9 6,262.52 3,214,72 6lJ28 (17,72) 943,83 94,17 340,07 796,12 S,984.47 278,05 (34.6) 243.59 68.62 93,63 (25 01) 174.97 12.97 187.94 (2.13) (7.77) 2 84 2,80 - 185.81 155.18 32.76 (1.93) (0.20) 153.25 32.56 52 44 1,808 6 _5_92 _5_65 0 45 0 66 J.59
	2,2)0,27 2,0)1 18 8,90 16 63 2,247.17 1,047,Xl 1,273.69 1,083 0 166,62 20292 (35,96) (46 35) 296,51 272 40 15.11 19 99 107.15 100 36 235,82 240 30 2,058.94 1,872.66 188.23 175.15 1.73 189.96 175.15 47.61 47.42 46.43 43.2 I 18 4.10 142.35 127.73 21 49 8 87 163.84 136,60 8.45 3.39 8.89 (2 25) (3.24) 0.89 (l18) 4 75 3,98 . 172.29 139.99 140.32 115.38 23.52 21.22 8,73 3.11 (0.28) 0,28 149.05 118.49 2.24 21.50 . 5.16 4,24 4,94 4,06

==> picture [43 x 17] intentionally omitted <==

MINDA INDUSRIES LIMITED

Consolidated Balance Sheet as at March 31, 2021

MINDA INDUSRIES LIMITED Consolidated Balance Sheet as at March 31, 2021	MINDA INDUSRIES LIMITED Consolidated Balance Sheet as at March 31, 2021
( Rs in Cr ore)
Particulars As at 31-Mar-2021 As at 31-Mar-2020 (Audited) (Audited)
ASSETS I. Non-current assets Proper, Plant and Equipment 2,050.65 1,910,87 Capital work-in-proless 111 94 340,04 Right-of-use assets 174,93 16' 94 Intangble A!SCI! 289.47 311,44 Intangible Assets Under Development 22,36 20,00 Goodwill on Con&olldatfon 281.7: 285,98 Financial Assets (i) Invetents 528.61 373,37 (ii) Loans 27.26 16,16 (iii) Others 3.70 10.28 Other Ta Assets 26.17 48.07 Other Non-currentAssets 39.27 52.76
Total- Non current asset	3,556.08 3,534.91
2. Current Assets Inventories Financial Assets (i) Investments (ii) Trade receivables (iii) Cash and cash euivalents (iv) Bank balance other than those included in cash and cash equivalents (v) Loans ( vi) Others Current Financial Assets Other current assets	750.56 609,52 1.56 24.95 1,198.82 863.24 205.61 263.67 32.57 77.24 2.94 6.27 27.28 39.88 202.0l 153.68
Total- Current asset	2.421.35 2,038.45
3. Assets held fr sale	~~-~~ 7.49
TOT AL ASSETS	5.977.43 5,50.85
EQUITY AND LIABILITIES Equity Equity share capital Other EQuit	54.39 52.44 2.202.18 1.808.64
Equitv atributable to owners of the Companv Non-ControllinlInterest	2.256.57 1.861.08 306.45 282.84
Total Equit	2.563.02 2.143.92
LIABILITIES
1. Non-current liabilities Financial Liabilities (i) Borrowings 539.12 780,32 (ii) Lease liabilities 90.55 98,06 (iii) Trade paybles - 0.50 (iv) Other fnancial liabilities 89.57 75.13 Provisions 135.07 124.77 Defe tax liabilit (net) 29.93 41.02
Total- Non current liabilities 884.24 1.119.80
2. Current Liabilities Financial Liabilities (i) Borowings 313.78 237.95 (ii) Lease liabilitie 20.16 18.76 (iii) Trade paybles - (a) Total outstanding due of micro & small enterprses 181.68 100.32 (b) Total outstading dues of creditors other than micro & small enterrse 1,108.11 1,018.18 (iv) Other fnancial liabilities 757.37 783,25 Other current liabilities 110.03 121.17 Provisions 39.04 33.16 Curret tax liabilitie (net) - - Total- Current liabilities 2,530.17 2,312.79 Liabilities related to assets held for sale ~~-~~ 4.34 TOTAL Equit and Liabilitie 5,977,43 5,580,85

--17 -

Minda Jmlta11'1C11 LimiH."tl COOIOlid■ted C•h Flow Sttitcment ror lhe ),'ear ended 31 Mmt:h 2021 (All lUIIOWlls in Indi1111 , crora, unltn otherwise stated) CIN:- L74899DLl992PLCO!Oll3

Ca fmu rr C ng 1nitic : Pt bac l Ajul fr; Di an ano Fi C Ina im o fLu dt 1.inbilir / Jisions 110 ll t 1c1uilol wii1�1 lk e-l r« sre a W�ty· o se b P" Um (BinY km m Faig a nU(n) M pin o forward cl Ul,lful o. ww utht!l 1tiv1ltl� lJIU\'ltb { G F o im:c P ro \mtt Pf• m sle of prpery, pnt l cip t 0ln8 p1 b""octl o8 Aj- r« "uilactl chp: =(")fnln,a,l D (i) i l ni,'b o1 O D (u) " k, a D (i) in l n cwt D (in) "O cun l . � (iUCS m 0U1 1:urc fir11cbJ M.11 D (ila) in o -t B D (i) in other cunt m - ,_, in na p'a I (-) in o CW f uwxil l lt�cn) in oct l c l(d) in s- pO\i ��d�) in o n cumt (1il lib t I in lg- pv C prl fo l .. p Net Ca f1 fr op1ting activitia (A) Ca fls fr im' adh-iti l)ff t roql o sts a jontly ct ett Sle -o lnvc,nc11 P o Property, Plt anEt P m s o p, pt a ci Ina rive o f'cdt D mdt (\ith oigl maturty m Ih L mth) Nd c III in inveng ai (B) Ca fmin rr fnaning athiti P 1 o.;1 septl S pni.. PoNcbi P l/ (l oQ s te boowin P J (lqm of Lg - bi g lnap o bg D,up (ilung� dir 1,) N a - in nnonlng lhit (Q Net inn (d,) in <h an < cqivalntlA+l fg" b jUt C a c•\' c1 p to It Q o c oivalc I at bii1mi"3 Ca ad a ci,- •I� Q o h B "ilh b: -o e at -odt. Ca md a ci.lau a t e o th Jar	For th yer en 31-Mar-21 324.8 375.30 7 65 (5 85) (11) 1.05 (2,7) (0,56) 4 73 (4.30) 15 !O 250 455 6 70.48 (1410) (34037 (l 1.0) 333 I( 75 191 7,21 (48 33) 174.02 (24 56) (I( 13) 5 8 1444 7.2 (350.77) 42971 tK7.l'•I 32.71 (155 6) 276 (2.05) 10 97 5 93 4910 (3.97) 12 2 28,40 (520) 75 8 (21.8) (7431) (1861) ~~(~~4.2) (!.5) 044 26367 25.61 0.74 15947 4540 2,6]		For th )U" en ll-Mar-20 243,59 J4U.U"/ 9.17 (9601 (1.411) 1.20 27.9 (7.IIJ 4.76 3.55 13.92 7.Ml ➔7HU 718,9 11.2 265.4 1 (3.42) 7.56 2.46 (0,31) 1567 4 .8 93,92 16.33 JJ.27 7.77 (10,02) 1,59 44.38 1,16 5,37 /116K?I

			l,
			(176 80) (17.50) (60.81 ) 1547 !021 (597)
			~~(~~22)
			( 142,7) 181,71 (9,85) (43 97)
			(99)
			117,43 2,7 2,58 120,8 2.67 1 14 2043 32.10
			2.67

1 The Cash Flow Slatcmcnt hu been pr[q,arcd ] undcr lhc 'lndircct Method' as"" out in ind AS 7, a spcciflOll wm lhc ia:tion l33 orlhc Companies Al: 2013.

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Notes on audited consolidated financial results:

l) The above consolidated financial results for the quarter and year ended 31 March 2021 have been reviewed on 13 June 2021 by the Audit Committee and approved by the Board of Directors.

These results along with the audit report of the statutory auditors of the Parent Company have been filed with stock exchanges, pursuant to Regulations 33 and 52 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements) Regulations, 2015 and are available on the stock exchanges' websites, NSE website (www.nseindia.com), BSE website (www.bseindia.com) and on Group's website (www.tmominda.com).

2) These consolidated financial results have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.
3) During the quarter, the following investment was made by the Parent Company:
Additional 42,857,143 equity shares having face value of Rs. 10/- each in Tokai Rika Minda Private Limited a joint venture for a total consideration of Rs. 42.86 Crores thereby increasing the shareholding to 30%
4) Exceptional items consist of the following:

4) Exceptional items consist of the fllowing:	4) Exceptional items consist of the fllowing:	4) Exceptional items consist of the fllowing:	4) Exceptional items consist of the fllowing:
				(Rs. in Crores)
Particulars	Quarter Quarter ended 31 ended 31 March December 2021 2020				Quarter ended 31 March 2020	Year ended 31 March 2021	Year ended 31 March 2020
Acquisition / amalgamation related expenses		~~.~~ ~~-~~			(7.80)	~~-~~	(33.36)
Impairent of Property, plant and equipment		~~-~~ ~~-~~			(1.10)	~~-~~	(1.10)
Gain on loss of control of subsidia(refr note 10)	1.73 ~~-~~				~~-~~ (8. 90)	1.73 ~~-~~ 1.73 (34.46)
Total	1.73		~~-~~

5) Key numbers of standalone financial results of the Parent Company are as under:

(Rs. in Crores)

				(Rs. in Crores)	(Rs. in Crores)
Particulars Total income Proft befre tax Total comprehensive income	Quarter ended			Year ended
	31 March 2021	31 December 2020	31 March 2020	31 March 2021	31 March 2020
	1,310.27	1.200.18	843.84	3,755.26	3,589.57 112.31 85.37
	80.80	82.52	5.70	167.44
	63.28	59.26	2.28	121.64

6) The Group is engaged in the business of manufacturing of auto components including auto electrical parts and its accessories and ancillary services and there is no separate reportable business segment as per Ind AS 108 on Operating Segments.

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7) Pursuant to the Scheme of Amalgamation ('Scheme') under the provisions of Section 230 to 232 of the Companies Act, 2013, for amalgamation of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited (together referred to as "Transferor companies"), with Minda Industries Limited ("Transferee Company" or "the Parent Company") as approved by the Hon'ble National Company Law Tribunal vide its order dated 01 February 2021 with the appointed date of l April 2019. The Parent Company had received the certified copy of the said order on 12 March 2021 and the same had been filed with the respective Registrar of Companies on 1 April 202 l. The Parent Company has given effect to the scheme as per Iml AS 103- Busim:ss Combinations in the consolidated financial results w.c.f. appointed date i.e. l April 2019 in accordance with General Circular No. 09/2019 by Ministry of Corporate Affairs dated August 21, 2019. Costs related to acquisition amounting to Rs 20.:W C:rores (including slamp duty on assets transfer) have been charged to the Statement of Profit and Loss on the appointed date. Accordingly figures of previous period/year have been restated.

have been restated.
Fair value of assets and liabilities recognised in respect to above fllows· Particulars	business combination are as (Transfror
	Companies along
	with its subsidiary)
	(In Crores)
Non Current assets (including property, plant and equipment and	423.80
intangible assets)
Current assets	94.50
Borrowings	48.20
Other Assets (net of other liabilities) Total net identifable assets acauired Defrred tax liabilit	(6.31) 463.79 31.83
Net worth allocated	431.96
Purchase Price	515.88
Goodwill	83.92

8) Pursuant to the Scheme of Amalgamation ('Scheme') under the provisions of Section 230 to 232 of the Companies Act, 2013, for amalgamation of wholly owned subsidiaries i.e. MJ Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (together referred to as "transferor companies"), with Minda Industries Limited ("Transferee Company" or "the Parent Company") as approved by the Hon'ble National Company Law Tribunal vide its order dated 01 June 2020 with the appointed date of l April 2019, all the assets, liabilities, reserves and surplus of the transferor companies have been transferred to and vested in the Company with effect from this date at their carrying values. The Parent Company had received the certified copy of the said order on 17 July 2020 and the same had been filed with the respective Registrar of Companies on 1 August 2020. There was no impact of the above merger on profit for the previous periods and the financial position, since the amalgamation was accounted as per requirements of Appendix C to Ind AS 103 "Business Combination" under common control. (Refer note 4 above for costs related to acquisition amounting to Rs. 7.80 Crores (including stamp duty on assets transfer))
9) The Board of directors of the Parent Company in its meeting held on 6 February 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approval(s) of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCL T), New Delhi. Appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

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10) During the current quarter, Minda TG Rubber India Private Limited ("MTG") has issued fresh equity shares to Toyoda Gosei Co. Limited (other Joint venture partner) resulting in increase of their shareholding from 49.90% to 51.00% and reduction of shareholding and control of the Parent Company from 51.00% to 49.90% resulting into loss of control. Accordingly, the appropriate accounting treatment of the Loss of control of the Parent Company in MTG has been done and now investment in MTG is considered as an investment in Joint Venture.
11) On 11 August 2020, the Board of Directors of the Parent Company approved issue of97,l l,739 fully paid up equity shares of face value of Rs. 2 each (the "Rights Equity Shares") amounting to Rs. 242.79 crores at a price of Rs. 250 per Rights Equity Share (including premium of Rs. 248 per Rights Equity Share), in the ratio of 1 Rights Equity Shares for every 27 existing fully paid-up shares held by the eligible equity shareholders as on 17 August 2020, the Record date. Further, on 15 September 2020, the Rights Issue Committee of the Board of Directors approved the allotment of Rights Equity Shares in relation to the said Rights Issue and consequently Rights issue shares were issued during the year. There is no deviation in use of proceeds from the objects stated in the Offer document for rights issue. Pursuant to IND AS 33, basic and diluted earnings per share for the previous periods have been restated for the bonus element in respect of right issue made during the year ended 31 March 2021.
12) Figures for the quarter ended 31 March 202 l and 31 March 2020 represent the difference between the audited figures in respect of the full financial year and the figures of nine months ended 31 December 2020 and 31 December 2019 respectively, as restated.
13) In view of the pandemic relating to COVID - 19, the Group has considered internal and external information and has performed an analysis based on current estimates while assessing the recoverability of investments, property plant and equipment, intangible assets, right-of-use assets, trade receivables, other current and financial assets, for any possible impact on the Financial Results. The Group has also assessed the impact of this whole situation on its capital and financial resources, profitability, liquidity position, internal financial reporting controls etc. and is of the view that based on its present assessment this situation does not materially impact the financial results. However, the actual impact of COVID - 19 on the financial results may differ from that estimated due to unforeseen circumstances and the Parent Company will continue to closely monitor any material changes to future economic conditions.
14) The Board of Directors had declared an interim dividend at the rate ofRs 0.35 per share i.e, 17.50% on equity shares and the same was paid during the current quarter. Further the Board of Directors has declared final dividend of Rs 0.50 per share i.e, 25.00% on equity shares for the FY 2020-21.
15) Ratios have been computed as follows:
a) Debt Equity Ratio =Long term debt*/ Equity
b) Debt Service Coverage Ratio[= ] Earnings before finance cost and tax**/ (Interest on debt+ Principal Repayment within next 12 months including short term borrowings)
c) Interest Service Coverage Ratio[= ] Earnings before finance cost and tax*/ Interest on debt d) Long term debt comprises long term borrowings and current maturities of long term borrowings
e) ** Earnings before finance cost and tax excluding Share of associates I joint ventures.

For Minda Industries Ltd.

Place: Gurugram (Haryana) Date : 13 June 2021

nirmal kumar Digitally signed by nirmal kumar minda minda Date: 2021.06.13 18:46:51 +05'30' Nirmal K Minda Chairman & Managing Director

Chartered Accountants

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BS R & Co. LLP

Building No. 10, 12th Floor, Tower-C, DLF Cyber City, Phase-II, Gurugram -122 002, India

Telephone: +91124 719 1000 Fax: +91 124 235 8613

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF MINDA INDUSTRIES LIMITED

Report on the audit of the Consolidated Annual Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of Minda Industries Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), its associates and its joint ventures for the year ended 3 1 March 2021, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements / financial information of the subsidiaries, associates and joint ventures, the aforesaid consolidated annual financial results:

a. include the annual financial results of the entities included in Annexure A
b. are presented in accordance with the requirements of Regulation 33 and Regulation 52 of the Listing Regulations in this regard; and
c. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net profit and other comprehensive income and other financial information of the Group for the year ended 3 l March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143( I 0) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group, its associates and its joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub paragraph (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.

Principal Office:

B S R & Co (a partnership firm wilh Registration No, BA61 2.23) converted into 8 S A & Co LLP (a Umited Liability Partnership with LLP Registration No AAB-8181) with effect from October 14. 2013

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4. Nesco Center. Western Express Highway. Goregaon (East). Mumbai-400063

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BS R&Co. LLP

Emphasis of Matter

We draw attention to note 7 to the consolidated annual financial results for the year ended 31 March 2021 which describes the overall accounting for and in particular basis for restatement of the comparatives previous periods by the Holding Company's management consequent to the Scheme of Amalgamation ('Scheme') for amalgamation of the Holding Company and Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited ("collectively referred to as transferor Companies"). The Scheme has been approved by the National Company Law Tribunal ('NCL T') vide its order dated l February 2021 with appointed date of O l April 2019 and a certified copy has been filed by the Company with the Registrar of Companies, Delhi, on l April 2021.

Our opinion is not modified in respect of this matter.

Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results

These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/ loss and other comprehensive income and other financial information of the Group including its associates and joint ventures in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 of the Listing Regulations. The respective Management and Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results, the Management and the respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates and joint ventures is responsible for overseeing the financial reporting process of each company.

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BS R & Co. LLP

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of tht:st: consolidated annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors;
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates and joint ventures to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated annual financial results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial statements / financial information of the entities within the Group and its associates and joint ventures to express an opinion on the consolidated annual financial results. We are responsible for the direction, supervision and performance of the audit of financial statements/ financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated annual financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in para (a) of the section titled "Other Matters" in this audit report.

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BS R & Co. LLP

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also performed procedures in accordance with the circular No CIR/CFD/CMD 1/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

(a) The consolidated annual financial results include the audited financial statements / financial information of 20 subsidiaries (including one subsidiary converted into joint venture w.e.f. 15 March 2021) whose financial statements / financial information reflect Group's share of total assets (before consolidation adjustments) of Rs. 1,170.12 crores as at 31 March 2021, Group's share of total revenue (before consolidation adjustments) of Rs. 1,673. IO crores, Group's share of total net profit after tax of Rs. 32.95 crores and Group's share of net cash inflows of Rs. 0.63 crores for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by their respective independent auditors. The consolidated annual financial results also include Group's share of net profit after tax (before consolidation adjustments) of Rs. 26.92 crores for the year ended 31 March 2021, as considered in the consolidated annual financial results, in respect of 12 associates / joint ventures (including one joint venture converted from subsidiary w.e.f. 15 March 2021), whose financial statement / financial information have been audited by their respective auditors. The independent auditors' reports on financial statements / financial information of these entities have been furnished to us by the management and our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

Certain of these subsidiaries and a joint venture are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Company's management has converted the financial statements of such subsidiaries and joint venture located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted'.in India. We have audited these conversion adjustments made by the Company's management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries and joint venture located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Company and audited by us.

(b) The consolidated annual financial results include the unaudited financial result of one joint venture, whose financial information reflect Group's share of total net loss after tax of Rs. 4.90 crores for the year ended on that date, as considered in the consolidated annual financial results. These unaudited financial information have been furnished to us by the Board of Directors and our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of this joint venture is based solely on such annual financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial information are not material to the Group.

Our opinion on the consolidated annual financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial information certified by the Board of Directors.

BS R&Co. LLP

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( c) The consolidated annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the unaudited year to date figures up to the third quarter of the current financial year, as restated (refer note 7 to the consolidated annual financial results), which were subject to limited review by us. Further, we did not review the financial information of Harita Limited, Harita V enu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited up to the third quarter included in restated unaudited year to date figure upto the third quarter. The financial information of Harita Seating Systems Limited has been reviewed by other auditor who expressed unmodified opinion on this financial information.
( d) We did nol review / audit the financial information of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited for the following periods included in consolidated annual financial results consequent to its amalgamation with the Company with the appointed date of 1 April 2019 (refer note 7 to the consolidated annual financial results):

consolidated annual fnancial results):	consolidated annual fnancial results):	consolidated annual fnancial results):
(Rs. in crores
Particulars	For the quarter ended 31 March 2020	For the year ended 31 March 2020
Total revenue	71.28	353.74
Total net profit afer tax	3.17	3.24
Total comprehensive income	2.71	2.87
Total assets		306.74
Cashoutflows (net)		(17.17)

These financial information / statements were audited by other auditors, as adjusted for the accounting effects of the Scheme recorded by the Company (in particular, the accounting effects of Ind AS 103 'Business Combinations') and other consequential adjustments, which have been audited by us. Our opinion is not modified in respect of this matter.

For B S R & Co. LLP Chartered Accountants

ICAI Firm's Registration No. 101248W/W-100022

RAJIV GOYAL

Digitally signed by RAJIV GOYAL Date: 2021.06.13 18:58:43 +05'30'

Rajiv Goyal

Partner

Place: Gurugram Date: 13 June 2021

Membership No. 094549 ICAI UDIN: 21094549AAAADC1812

BS R & Co. LLP

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Annexure A

Minda Industries Limited

List of entities included in consolidated annual financial results:

Subsidiaries and stepdown subsidiaries:

Minda Storage Batteries Private Limited, India
Minda TG Rubber Private Limited, India (till 14 March 2021)
Minda Katolec Electronics Services Private Limited, India
Mindarika Private Limited, India
Minda Kosei Aluminum Wheel Private Limited, India
Minda Kyoraku Limited, India
YA Auto Industries (Partnership Firm)
iSYS RTS GmbH, Germany
PT Minda Asean Automotive, Indonesia
a. PT Minda Trading, Indonesia
MI Torica India Private Limited, India
a. MITIL Polymers Private Limited, India
Harita Fehrer Limited, India
SAM Global Pte Ltd, Singapore
a. Minda Industries Vietnam Co. Limited, Vietnam
b. Minda Delvis GmbH, Germany
Delvis Solutions GmbH, Germany

Delvis Products GmbH, Germany

c. Minda Korea Co., Ltd, South Korea
1. Global Mazinkert S.L., Spain
a. Clarton Hom, Spain
b. Clarton Hom S. De R.L. De C.V., Mexico
c. Clarton Hom Marco SRL, Morocco
d. CH Signalkoustic GmbH, Germany
e. Light & Systems Technical Center S.L., Spain

Joint Ventures/ Associates:

Minda D-Ten India Private Limited, India
Minda Onkyo India Private Limited, India
Roki Minda Company Private Limited, India
Denso Ten Minda India Private Limited, India
1. Minda Erner Technologies Limited, India
Minda TTE DAPS Private Limited, India
Kosei Minda Mould India Private Limited, India
Auto Components (Partnership Firm)
Yogendra Engineering (Partnership Firm)
Kosei Minda Aluminium Company Private Limited, India
Minda NexGen Tech Limited, India
TG Minda India Private Limited, India
Tokai Rika Minda India Private Limited, India
Minda TG Rubber Private Limited, India (w.e.f. 15 March 2021)
Rinder Riduco, S.A.S, Columbia (Joint Venture of Global Mazinkert S.L., Spain)

Minda Industries Ltd.

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THINK . INSPIRE. FLOURISH
MINDA
[ l
UJl(•l
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Ref. No. Z-IV /R-39/D-2/NSE/207 & 174 Date : 13/06/2021

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

Sub: - Declaration fr Audit Report(s) with unmodified opinion

Ref: - Regulation 33(3) (d) of SEBI (LODR) Regulations, 2015

Dear Sirs,

Pursuant to Regulation 33(3) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION is hereby given that the Statutory Auditors' Report on the Annual Standalone Audited Financial Results and Annual Consolidated Audited Financial Results for the Financial Year ended 31 March 2021 do not contain any qualifications, reservations or adverse remarks. Audit Report for the said period carry with unmodified opinion.

For and on behalf of the Board

Minda Industries Ltd.

Digitally signed by nirmal kumar nirmal kumar minda minda Date: 2021.06.13 18:48:04 +05'30'

Nirmal K. Minda Chairman & Managing Director

-

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MINDA INDUSTRIES LTD. (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon,[-] Haryana - 122004, INDIA. T: +91 124 2290427/28, 2290693/94/96 Fox: +91 124 2290676/95, Email - [email protected], www.unominda.com, Regd. Office : B-64/1, Wazirpur Industrial Area, Delhi-110052, CIN : L7 4899DL 1992PLC050333

~~lll(•ll~~ [MINDA ][I] THINK . INSPIRE. FLOURISH

Minda Industries Ltd.

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The relevant information as required pursuant to Regulation 52(4) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in respect of the Commercial Papers are as under: -

Standalone

S.No.	Particulars Year ended 31/03/2021	Particulars Year ended 31/03/2021	Year ended 31/03/2020
a)	Credit Rating and Change in ICRAAl+ Credit Rating (if any) Assets cover available ratio 5.87		ICRAAl+ 4.81
b)
c)	Debt EquityRatio	0.26 0.45
d)	Debt Service Coverage Ratio	0.52 0.56
e)	Interest Service Coverage Ratio	5.35 3.29
f)	Net Worth(Rs. In crores)	1,648 1,349
g)	Net Profit after Tax(Rs. InCrores)	119 89
h)	Earningsper Share(Rs.)	4.27 3.25
Ratios have been computed as fllows: Debt Equity Ratio=Long term debt/ Equity Debt Service Coverage Ratio=Eaings befre, fnance cost and tax/ (Interest on debt+ Principal Repayment within next 12 months including short term borrowings) Interest Service Coverage Ratio=Earings befre, fnance cost and tax/ Interest on debt Long term deb comprises long term borrowings and current maturities of long term borrowings Assets cover ratio= total assets/total debts

Due date and actual date of repayment of principal

The Company has repaid Commercial Papers on the respective due dates. The details of Commercial Papers repaid during the six months ended 31 March, 2021 or outstanding as at 31 March, 2021 are as follows: -

ISIN	Amount (Rs. Crore)	Due date of Repayment	Actual Date of Repayment
INE405E14109	25.00	26 Oct,2020	26 Oct,2020
INE405E14117	25.00	05 Dec 2020	05 Dec 2020
INE405E14125	50.00	16 Jun 2021	Notyet due

The Commercial Papers of Rs. 50.00 Crore were outstanding as on 31 March, 2021.

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-

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Haryana - 122004, INDIA. T: +91 124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - [email protected], www.unominda.com, Regd. Office : B-64/1, Wazirpur Industrial Area, Delhi-110052, CIN : L7 4899DL 1992PLC050333

Minda Industries Ltd.

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■ MINDA
[ )
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THINK. INSPIRE. FLOURISH

The relevant information as required pursuant to Regulation 52(4) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in respect of the Commercial Papers are as under: -

For consolidated

S.No.	Particulars	Year ended Year ended 31/03/2021 31/03/2020	Year ended Year ended 31/03/2021 31/03/2020
a) Credit Rating and Change in Credit Rating (if any)		ICRA Al+ ICRA Al+
b)	Assets cover available ratio	5.74 4.66
c)	Debt EquityRatio	0.29 0.45
d) e)	Debt Service Coverage Ratio Interest Service Coverage Ratio	0.68	0.66
		5.41	3.59
f)	Net Worh(Rs. In crores)	2,563	2,144
g)	Net Profit afer Tax(Rs. In Crores)	248	188
h)	Earningsper Share(Rs.)	7.41	5.65
Ratios have been computed as fllows: Debt Equity Ratio = Long term debt/ Equity Debt Service Coverage Ratio = Eaings before, fnance cost and tax/ (Interest on debt+ Principal Repayment within next 12 months including short term borrowings) Interest Service Coverage Ratio = Earings befre, fnance cost and ta Interest on debt Long term debt comprises long term borrowings and curent maturities of long term borrowings Assets cover ratio =total assets/total debts

Due date and actual date of repayment of principal

ISIN	Amount (Rs. Crore}	Due date of Repayment	Actual Date of Repayment
INE405E14109	25.00	26 Oct,2020	26 Oct,2020
INE405E14117	25.00 05 Dec 2020		05 Dec 2020
INE405E14125	50.00 16 Jun 2021		Notyet due

The Commercial Papers of Rs. 50.00 Crore were outstanding as on 31 March, 2021.

For Minda Industries Ltd. 0[ust ] <::- n, ___, o.)l� ";; Ta un Kumar Srivastava 1cx '--o D Company Secretary & compliance Offi

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Annexure-11

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Disclosure under sub-para (1) [i.e. Acquisition (including agreement to acquire)] of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015

S.No.	Details of events that need to be provided
a)	Name of the Target Company	Minda Onkyo India Private Limited
b)	Whether the Acquisition would fll within	((hereinafter called as "MOIPL") It is a related party transaction. The
	related party Lransm:Liuu(s) whether	investment is made in MOIPL under right
	promoter/promoter group/ group companies	issue. The acquisition will not change the
	have any interest m the entity being	stake of the Company in MOIPL.
	acquired? If yes nature of interest and details
	thereof and whether the same is done at
c) d)	"arm's length"; Industry to which the entity being acquired belongs; Objects and efects of acquisition (including but not limited to, disclosure of reasons fr acquisition of target entity, if its business is outside the main line of business of the	Manufcturing, design and sales of speakers & related audio technologies (inftainment systems)fr automobiles MOIPL 1s engaged in the business of Manufacturing, design and sales of speakers & related audio technologies (inftainment systems) fr automobiles.
	Company);	The Board of MOIPL has issued ofer letter dated May 28, 2021 fr Ofer to subscribe 68,00,000 equity shares of fce value of Rs.
		10/- each to be issued at its par value i.e. Rs.
		10/- each share of the MOIPL on right issue
		basis to Minda Industries Ltd.
		Minda Industries Ltd. will acquire 68,00,000 equit shares of fce value of Rs. 10/- each to
		be issued at its par value i.e. Rs. 10/- each share of the MOIL on right issue basis.
		As both N partners will contribute in ratio of
		their present holding as such Minda Industries
		Ltd. stake will remain same in MOIPL i.e.
		50%.
e)	Brief details of any Govermental or regulatory approvals required fr the	N .A.
f	acquisition; Indicative time period fr completion of the acquisition;	The investment will be done in one month
g)	Nature of consideration- whether cash	Cash consideration
	consideration or share swap and details of
	the same;
h)	Cost of acquisition or the price at which the	Rs. 6,80,00,000 fr acquisition of 68,00,000
	shares are acquired;	equity shares at price of Rs. 10/- per shares
	/uSbie /,o;�u )


i)	Percentage of shareholding/control acquired	50%
	and/or number of shares acquired;
j)	Brief backgound about the entity in terms of products/line of business acquired, date of incorporation, history of last 3 years turover, country in which the acquired entity has presence and any other signifcant infrmation (in brief;	MOIPL is engaged m the business of Manufcturing, design and sales of speakers & related audio technologies (inftainment systems) fr automobiles. Date of Incorporaion: 22/02/2017
		History of last 3 years' turover:
		FY 1020-2 l: Rs. 4 7 .11 crorcs
		FY 2019-20: Rs. 59.85 crores
		FY 2018-19: Rs. 21 .48 crores

Annexure-111

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Disclosure under sub-para (1) [i.e. Acquisition (including agreement to acquire)] of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015

S.No.	S.No.	Details of events that need to be provided
a)		Name of the Target Company	Harita Fehrer Limited
			(Harita Fehrer Limited is an joint venture
			company in which company holds 51 % state
			and F.S. Fehrer Automotive GmbH holds
b)		Whether the Acquisition would fll within	49%) It is not a related party transaction.
		related party transaction(s) whether
		promoter/promoter group/ group companies
		haveany interestinthe entitybeing
		acquired? If yes nature of interest and
		details thereof and whether the same is
		done at "arm's lengh";
c)		Industry to which the entity being acquired	Automotive Industry
d)		belongs; Objects and efects of acquisition (including but not limited to, disclosure of reasons fr acquisition of target entity, if its	Harita Fehrer Limited (HRL) is engaged in the business of manufcturing of seats to the automotive industry, ofering moulded fam,
		business is outside the main line of business	armrest, headrests, two- three wheeler seats,
		of the Company);	polyurethanecomposites, springaidsand
			bump stops
			Minda Industries Ltd (MIL) will acquire 49% stake in the HRL by acquiring 98,48,040
			nos. of equity sharesatanaggregate
			consideration of Rs 115 crores (Rupees One Hundred Fifeen Crores).
	e)	Briefdetailsof anyGovermentalor regulatoryapprovalsrequiredfrthe	Post-acquisition HRL willbecome wholly owned subsidiaryof MI. N.A.
f		acquisition; Indicative time period fr completion of the acquisition;	The acquisition is proposed to be completed by November 30, 2021
g)		Natureofconsideration- whether cash	Cash Consideration
		consideration or share swap and details of
h)		the same; Cost of acquisition or the price at which the shares are acquired;	Rs. 115 Crores (Rupees One Hundred Fifeen Crores) fr acquisition of 98,48,040 equity
			shares
	i)	Percentage of shareholding/control acquired	49% i.e. 98,48,040 equity shares of HRL
		and/or number of shares acquired;

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j) Brief background about the entity in terms Harita Fehrer Limited 1s engaged in the of products/line of business acquired, date business of manufacturing of seats to the of incorporation, history of last 3 years automotive industry, offering moulded foam, turnover, country in which the acquired armrest, headrests, two-three wheeler seats, entity has presence and any other significant polyurethane composites, spring aids and information (in brief); bump stops.

The Company is operative in India only.

Date of Incorporation: July 09, 2008.

Turnover of last 3 years: Fimmcial Turnover Year (Rs. in Crores) 2020-21 414.89 2019-20 445.22 2018-19 548.81

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Annexure-IV

Disclosure under sub-para (1) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing R egu at1ons an 1[. ] d D" l 1sc osure R equir. ements ) R egu attons, I[. ] 2015

S.No. Detils of events that need to be	provided	provided	provided	provided
a) b) Details and reaons fr restructuring; Quantitative and/ or qualittive efect of restructuring;	Restructuring of fllowing overseas wholly-owned step down suhsidiaries of Minda Industries T .td(MTT .) a) CH-Signalkustics, b)Claron Hom-Morocco, Name of entity Turover %of Consolidated (Fy-2020-21) Turover of MIL CH-Signalkustics Eur 459259 (entire Turover to Rs. 3.58 Crs 0.06% holding co) Claron Hom- Eur 587133 Morocco Rs. 5.08 Crs 0.08% Name of entity Net-worth %of Consolidated (Fy-2020-21) Net-worh of MIL CH-Signalkustics Eur 146375 Clarton Hom- Morocco a) b) a) Rs. 1.26 Crs. 0.05% Euro 13010 R. 0.11 Crs 0.005% CH-Signalkustics, Overseas Step Down wholly-owned Subsidiar of the company CH-Signalkusticsispurelyamarketing company and rendering marketing serices to Claron Horn. As the marketing will be shifed to other company in group, as such CH- Signalkustics, will cease as a separate legal entity. Claron Horn-Morocco, Overseas Step Down wholly-owned Subsidiar of the comQany As the existing customers are now being directly sered by Clarton, Spain, hence Claron Horn-Moroccowillcease asa separate legal entity. CH-Signalkustics,Overseas SteQ Down wholly-owned Subsidiar of the company As per restructuring exercise CH- Signalkustics, willcease as a separate legal entity whichwillsaveannualcostson accounting, legal serices, better control on costs and resources.
	Name of entity CH-Signalkustics (entire Turover to holding co) Claron Hom- Morocco			Turover (Fy-2020-21)	%of Consolidated Turover of MIL
				Eur 459259 Rs. 3.58 Crs Eur 587133 Rs. 5.08 Crs	0.06% 0.08%


	Name of entity			Net-worth (Fy-2020-21)		%of Consolidated Net-worh of MIL 0.05%
	CH-Signalkustics Clarton Hom- Morocco			Eur 146375 Rs. 1.26 Crs. Euro 13010 R. 0.11 Crs
						0.005%
		a) b) a)
			directly sered by Clarton, Spain, hence Claron Horn-Moroccowillcease asa separate legal entity.
			CH-Signalkustics,Overseas SteQ Down wholly-owned Subsidiar of the company As per restructuring exercise CH- Signalkustics, willcease as a separate legal entity whichwillsaveannualcostson accounting, legal serices, better control on costs and resources.
qualittive efect restructuring;

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		b)	Claron Horn-Morocco, Overseas Ste� Down wholly owned Subsidia! of the com�any
			As per restructuring exercise Claron Horn-
			Morocco will cease as a separate legal entity
			which will save annual costs on facility
			maintenance, accounting and legal serices.
c)	Details of beneft, if any, to	This will simplif goup structure and bring the efciency in
	the promoter/promoter	goup opertions.
	goup/goup compaies fom
	such proposed restructuring;
d)	Brief details of change in	NA.Asitis	rstructing of step-down wholly-owned
	shareholding patter (if	subsidiary
	any)of all entities

AI assistant

UNO Minda Limited — Annual Report 2021

61248_rns_2021-06-13_4c89ded0-37eb-4a2a-8d46-1bcc74542d14.pdf

Minda Industries Ltd.

Sub:-Outcome of the Board Meeting

Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the following statements, duly approved/signed (Annexure I):

3) Fund Raising upto Rs. 700 Crores through issue of securities.

4) Postal Ballot Approval

5) Investment in equit sbares of Minda Ono India Private Limited, Joint

Venture Company.

6) Investment in Harita Fehrer Ltd. by acquisition of shares fom F. S. Fehrer Automotive GMBH, Germany, JV partner

7) Restructuring of fllowing overseas step down wholly-owned subsidiaries of the Company

a) CH-Sigalkustics, Overseas Step Down wholly-owned Subsidiar of the company

b) Clarton Horn-Morocco, Overseas Step Down wholly-owned Subsidiar of the company

MINDA INDUSRIES LIMITED

Minda Industries Limited

Notes on audited standalone financial results:

For Minda Industries Ltd.

BS R & Co. LLP

Chartered Accountants

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF MINDA INDUSTRIES LIMITED

Report on the audit of the Standalone Annual Financial Results

Opinion

Basis for Opinion

Emphasis of Matter

BS R & Co. LLP

Management's and Board of Directors' Responsibilities for the Standalone Annual Financial Results

Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results

BS R &Co. LLP

Other Matters

BS R & Co. LLP

For BS R& Co. LLP Chartered Accountants

Rajiv Goyal

MINDA INDUSRIES LIMITED

Notes on audited consolidated financial results:

For Minda Industries Ltd.

BS R & Co. LLP

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF MINDA INDUSTRIES LIMITED

Report on the audit of the Consolidated Annual Financial Results

Opinion

Basis for Opinion

BS R&Co. LLP

Emphasis of Matter

Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results

BS R & Co. LLP

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results

BS R & Co. LLP

Other Matters

RAJIV GOYAL

Rajiv Goyal

Annexure A

Minda Industries Limited

List of entities included in consolidated annual financial results:

Subsidiaries and stepdown subsidiaries:

Joint Ventures/ Associates:

Minda Industries Ltd.

Sub: - Declaration fr Audit Report(s) with unmodified opinion

Minda Industries Ltd.

Nirmal K. Minda Chairman & Managing Director

-

The relevant information as required pursuant to Regulation 52(4) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in respect of the Commercial Papers are as under: -

Standalone

Due date and actual date of repayment of principal

-

For consolidated

Due date and actual date of repayment of principal

Annexure-IV

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