UNO Minda Limited — Board/Management Information 2022

Sep 29, 2022

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Uno Minda Limited (Formerly known as Minda Industries Ltd.)

Date: September 29, 2022

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

Sub:-Outcome of the Board Meeting

Dear Sir(s),

We wish to inform that the Board of Directors of the Company at its meeting held today i.e. September 29, 2022, approved the following matters:

1) Formation of Joint Venture in India with TACHI-S Group, Japan

The Board approved to enter into joint venture agreement with TACHI-S Co. Ltd, Japan ("TACHI-S") and accordingly to make a joint venture company ("JV Company") with TACHI-S for manufacturing and marketing of seat recliners for four wheeler passenger vehicle in India and authorised to make investment upto INR 100 Million from time to time in one or more tranches for 51% stake in proposed JV Company in India. The JV Company will be a subsidiary of Uno Minda Limited.

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-1, to this letter.

2) Incorporation of new Joint Venture Company in India

The Board approved and authorized to incorporate a joint venture company of Uno Minda Limited and TACHI-S in India with a name of Uno Minda TACHI-S Private Limited, or any other name as may be approved by Registrar of Companies, NCT of Delhi & Haryana {ROC) and to make investment by way of subscription to the Memorandum and Articles of Association of the proposed Joint Venture company.

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.

The meeting commenced at 8:40 A.M. (1ST) and concluded at 09:00 A.M. (1ST).

It is for your information and records please. Thanking you.

Yours faithfully, For Uno Minda Limited

Tarun Kumar Digitally signed by Tarun Kumar Srivastava {��Srivastava Date: 2022.09.29 12:33:04 +05'30' elhi i Ta run Kumar Srivastava Company Secretary & Compliance Office ~~*~~ Encl: As above.

Uno Minda Limited (formerly known as Minda Industries Limited) CIN: L74899DLI 992PLC050333, Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052,

(Corporate) Village Nawada Fatehpur, P .0. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana -122004, INDIA T: +91 124 2290427/28, 2290693/94/96 Fax: +91124 7790fi7fi/95, Email - info@mindagroup.com,www.unominda.com

~~110t•)l~~ [MINDA][]] ---o;:a1v1NG THE NEW--

Uno Minda Limited (Formerly known as Minda Industries Ltd.)

Annexure-1

(Formation of Joint Venture in India with TACHI-S Co. Ltd., Japan)

Disclosure under sub-para (5) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr.	Details of events that need to be provided
No.
a)	Name(s) of paries with whom the agreement is en Ler et;		TACHI-S Co. Ltd.
b)	Purpose of entering into the agreement;		To enter into joint venture and to incorporate a
			Joint Venture Company (JV Company) for
			manufacturing and marketing of seat recliner for
			four wheeler passenger vehicle in India
c)	Shareholding, if any, in the entity with whom		The Company does not hold any shareholding
	the agreement is executed;		with the entities with whom the agreement is
			executed.
			In the JV Company, to be incorporated, the stake
			will be as under:
			Uno Minda Ltd.: 51%
			TACHI-S Co. Ltd.: 49%
d)	Significant terms of the agreement (in brief)		Both JV Partners shall have right to appoint two
	special rights like right to appoint directors,		directors each on the Board of JV Company.
	first right to share subscription in case	of	Presence of at least one nominated director of
	issuance of shares, right to restrict any change		each JV partner shall be quorum for the Board
	in capital structure etc.;		meeting. Similarly, presence of one
			representative of each JV parner shall be
			quorum for shareholder's meeting. The share
			capital ratio in JV Company shall be as under:
			Uno Minda Ltd.: 51%
			TACHI-S Co. Ltd.: 49%
e)	Whether, the said parties are related	to	The Party with whom the joint venture
	promoter/promoter group/ group companies		agreement will be executed are not part of
	in any manner. If yes, nature of relationship;		promoter/promoter group/ group companies of
			Uno Minda Limited
f)	Whether the transaction would fall within		Not a related party transaction.
	related party transactions? If yes, whether the
	same is done at "arm's length";
g)	In case of issuance of shares to the paries,		No share of Uno Minda Limited will be issued to
	details of issue price, class of shares issued;		TACHI-S Co. Ltd.
		~~_~~ On incorporation of the JV Company equity
	��t} �esshall be issued by JV Company to the both 0/ ��rtners at face value of INR 10pershare. ~~l-l ~~Delhi~~oJ ~~ \ /) Tarun Kumar Srivastava Digitally signed by Tarun Kumar Srivastava Date: 2022.09.29 12:33:25 +05'30'

Uno Minda Limited (formerly known as Mind.:i Industries Limited) CIN: L74899DLI 992PLC0S0333, Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052, (Corporate) Village Nawada Fatehpur, P .0. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA T: +91 124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - info@mindagroup.com,www.unominda.com

1 ~~lOt•)[~~ [MIND][A][]] ---.,�IVING THE NEW--

Uno Minda Limited (Formerly known as Minda Industries Ltd.)

---.,�IVING THE NEW--

h) Any other disclosures related to such No representative of JV Partner will be appointed agreements, viz., details of nominee on the on the Board of Uno Minda Ltd., board of directors of the listed entity, The Board of proposed Joint Venture company potential conflict of interest arising out of such shall comprise of four directors, and such number agreements, etc.; of Independent Directors to be appointed as may be required under applicable Law. There is no potential conflict of interest arising out of such agreements. i) Details about termination a) Name of parties to the agreement; Not Applicable b) Nature of the agreement; c) Date of execution of the agreement; d) Details of amendment and impact thereof or reasons of termination and impact thereof.

Tarun Kumar Srivastava Digitally signed by Tarun Kumar Srivastava Date: 2022.09.29 12:33:39 +05'30'

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Uno Minda Limitad (formRrly known a& Minda lndu5tric5 Limitad) CIN: L74899DLI 992PLC050333, Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052, (Corporate) Village Nawada Fatehpur, P .0. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA T: +91124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - info@mindagroup.com,www.unominda.com

~~IIl(el(~~ [MINDA][]] -,::,�IVING THE NEW--

Uno Minda Limited (Formerly known as Minda Industries Ltd.)

Annexure - II

(lncorporatioh of a Joint Venture Company in India)

Disclosure under sub-pt1rc1 (1) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Disclosure under sub-ptrc (1) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Disclosure under sub-ptrc (1) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Disclosure under sub-ptrc (1) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Sr. Details of events that need to be provided Wholly owned subsidiary No.
a) Name of the target entity, details in brief such It is proposed to incorporate a new company in as size, turnover etc.; the name of UNO Minda TACHI-S Private Limited or any other name as may be approved by the Registrar of the Company b) Whether theacquisitionwould fall within Formation of a new Joint Venture Company related party transaction(s) and whether the (subsidiary of the Company) or subscription of promoter/ promoter group/ group companies shares of a subsidiary does not fall under the have any interest in the entity being acquired? definition of the related party tra�sactions as per If yes, nature of interest and details thereof and the Companies Act 2013. whether the same is done at "arms-length"; c) Industry to which the entity being acquired Auto Components belongs; d) Objects and effects of acquisition (including but This Company will be used for the proposed joint not limitedto,disclosureofreasonsfor venture with TACHI-S Co. Limited acquisition of target entity, if its business is outside the main line of business of the listed
entity);
e)	Brief details of any governmental or regulatoryN.A. approvals required for the acquisition;
f)	Indicative time period for completion of the On or before 31.03.2023 acquisition;
g)
h)
i)

Uno Minda Limited (formerly known as Minda Industries Limited) CIN: L74899DLI 992PLC050333, Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052, (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA T: +91 124 2290427/28, 2290693/94/96 Fax: +91124 2290676/95, Email - info@mindagroup.com,www.unominda.com