UNO Minda Limited — Board/Management Information 2020

Mar 31, 2020

Ref. No. Z-IV/R-39/D-2/174 & 207 Date : 31 March, 2020

National Stock Exchange of India Ltd. Listing Deptt., Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

NSE Scrip: MINDAIND BSE Scrip: 532539

BSE Ltd.

Regd. Office: Floor - 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

Sub:- Outcome of the Board Meeting held on 31.03.2020

Dear Sirs,

We wish to inform that the meeting of the Board of Directors of the Company held today i.e. 31 March, 2020, started from 11.30 a.m. and concluded at 1.00 p.m., wherein the Board has considered and approved the following matters: -.

1) Investment in Toyoda Gosei Minda India Private Limited ('Toyoda Gosei Minda') and acquisition of equity shares of Toyoda Gosei South India Private Limited ('TGSIN') by Toyoda Gosei Minda

Toyoda Gosei Minda is a Joint Venture Company of Toyoda Gosei Co. Ltd., Japan (holding 50.10% stake) and Minda Industries Ltd. and its Associates (holding 49.90% stake). It is engaged in the manufacturing of Airbags, Steering Wheels with Airbags and Body Sealing for automobiles and is supplying its products to leading OEMs including Maruti Suzuki & Toyota Kirloskar.

Board has approved further investment in the equity shares of Toyoda Gosei Minda for Rs. 33.46 Crores through Right Issue.

The Board also reviewed the investment proposal of Toyoda Gosei Minda and accorded its consent for the acquisition of 95% stake of Toyoda Gosei South India Private Limited by Toyoda Gosei Minda, based on the Valuation Report of an Independent Valuer.

Toyoda Gosei South India Private Limited is engaged in the manufacturing and sales of Interiors & exteriors plastic moulded components, functional components, safety systems to leading OEMs including Toyota Kirloskar. It has a manufacturing plant located near Bangalore (Karnataka).

The transaction is expected to be completed on or before September 2020.

Contd......P/2

-2-

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

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

Board considered the proposal for fund raising upto Rs. 700 Crores, to be used for ongoing consolidation process, for new project(s), for working capital requirement of the company and for repayment of its debt/ other financial obligation.

The Board will seek approval for enabling resolution from the shareholders, for raising funds by way of Public or Private Placement, including by a Qualified Institutional Placement/ GDR/ FCCBs, to strengthen the overall capital structure of the Company.

The aforesaid meeting was conducted through Electronic /Computerized means, as per the advisory note on preventive measures to curb the spread of COVID-19, issued by the Ministry of Corporate Affairs, vide D.O. No. Secy(MCA)/COVID-19/1/2020 dated 19 March, 2020.

This is for your information and records please.

Thanking you,

Yours faithfully, for MINDA INDUSTRIES LTD. Sd/- Tarun Kumar Srivastava Company Secretary & Compliance Officer

Annexure-I

S.No.	Details of events that need to beprovided
a)	Name of the Target Company	ToyodaGoseiSouthIndiaPrivateLimited ("TGSIN")
b)	Whether the Acquisition would fallwithinrelatedpartytransaction(s)whether promoter/promoter Group/Group Companies have any interest inthe entity being acquired? If yes natureof interest and details thereof andwhether the same is done at "arm'slength";	Yes
c)	Industry to which the entity beingacquired belongs;	Engagedinmanufacturingofautocomponents.
d)	Objectsandeffectsofacquisition(including but not limited to, disclosureof reasons for acquisition of targetentity, if its business is outside themain line of business of the Company);	Consolidation of both entities willcreate better platform and synergy toservice the OEMs.
e)	Brief details of any Governmental orregulatory approvals required for theacquisition;	NA
f)	Indicative time period for completionof the acquisition;	Sept 30, 2020.
g)	Nature of consideration- whether cashconsiderationorshareswapanddetails of the same;	Cash consideration
h)	Cost of acquisition or the price atwhich the shares are acquired;	Rs. 44.258 per share
i)	Percentageofshareholding/controlacquiredand/ornumberofsharesacquired;	ToyodaGoseiMindawillacquire28,880,000 No. of equity shares whichrepresents 95% of the total share capitalof TGSIN
j)	Brief background about the entity intermsofproducts/lineofbusinessacquired, date of incorporation, historyof last3 years turnover, countryinwhichtheacquiredentityhaspresenceandanyothersignificantinformation (in brief);	TGSIN is engaged in the manufacturing ofInteriorsandexteriors,functionalcomponents, safety systems and supplyingits products to OEMs including ToyotaKirloskar and having its manufacturingplant in Bangalore (Karnataka). TGSIN isincorporated on 29.09.1998 as per IndianCompanies Act.The turnover of the Company for the last3 financial years is as under:2016-17:Rs. 4,91,06,43,3212017-18:Rs. 4,29,62,97,4652018-19:Rs. 3,80,52,38,337