UNO Minda Limited — Board/Management Information 2023

Feb 8, 2023

~~1llt•1(~~ [MINDA ][J] -Cr VINGi THE NE�

Uno Minda l.imited (Formerly known as Minda Industries Ltd.)

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-Cr VINGi THE NE�
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Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 08/02/2023

ef. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 08/02/2023
Natlonal 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. BSE Scrip: UNOMINDA, 532539
NSE Scrip: UNOMINDA

Sub:-Outcome of the Board Meeting

• 1) Incorporation of two (2) wholly owned subsidiary companies

• 2) Appointment of Secretarial Auditor

• 3) Change in Registrar and Share Transfer Agent of the Company

• 4) Sale of stake held in Minda Nexgentech Limited

• 5) Re-appointment and remuneration of Shri Nirmal K Minda as Chairman and Managing Director of the Company for further period of four years w.e.f. 1[st ] April 2023.

• 6) Approval of the Postal Ballot Notice

• 7[)] Expansion of Neemrana, Rajasthan plant of Toyoda Gosei Minda India Pvt. Ltd., joint venture of the Company

• 8) Acquisition of shares from Kosei International Trade and Investment Company Limited (KITI) and Minda Investments Limited(MINV), held in Minda Kasei Aluminum Wheel Private Limited

Dear Sir(s),

We wish to inform that the Board of Directors of the Company at its meeting held today i.e. Wednesday, February 8, 2023, inter alia also approved the following matters: -

1) Incorporation of two (2) wholly owned subsidiar companies

Board approved and authorized to incorporate two (2) wholly owned subsidiary companies of Uno Minda Limited in the following name or any other name as may be approved by jurisdictional Registrar of Companies, (ROC) and to make investment by way of subscription to the Memorandum and Articles of Association of these proposP.rl c:omp;inies as under:

No.		Name of the proposed wholly owned subsidiary companies or any other name as may be approved by ROC	Proposed Authorised Equity Share Capital (In Rs.) 5,00,000 5,00,000	Proposed Investment (In Rs.) 1,00,000
1		Uno Minda Auto Technologies Pvt. Ltd.
2		Uno Minda Auto Innovations Pvt. Ltd.		1,00,000

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.

Uno Minda Limited (formerly known as Minda Industries Limited) CIN: L74899DL1992PLC050333, 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: +91124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email-info@unominda .. com.www.unominda.com

~~Ilt•lf~~ [MINDA][]] --Orlt VING THE NEW---

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

,I

2) Appointment of Secretarial Auditor

Board approved the appointment of M/s Chandrasekaran Associates, Practicing Company Secretaries (FRN: P1988DE002500), as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2022-23 in place of M/s. Sanjay Grover & Associates, Practicing Company Secretaries.

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

3)[Change in Registrar and Share Transfer Agent of the Company]

Board approved the appointment of Alan kit Assignments Limited as Share Transfer Agent of the Company for both the forms of Registry viz. Physical as well as Electronic Connectivity in place of Link lntime India Pvt. Ltd.

Link lntime India Pvt. Ltd. will however continue to act as the RTA till such time the database and electronic connectivity is shifted to Alan kit Assignments, details of which will be communicated to you separately.

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

4) Sale of stake held in Minda Nexgentech Limited

M/S Minda Nexgentech Limited ("MNGTL") was incorporated in 2011 with an objective to enter into Energy Efficiency LED lights, Renewable power energy generation and related services.

Uno Minda Limited ("the Company") holds 26% stake (31,20,000 equity shares of face value of Rs. 10 each) in MNGTL. Being investment in non-core sector and lack of business in MNGTL, Board approved to sell entire stake of the Company held in MNGTL to Pioneer Finest Limited at a total c:onsiciPr;:ition of Rs. 2.08 Crores.

After completion of above disinvestment, MNGTL shall ceased to be Associate Company of the Company.

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

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Uno Minda Limited (formerly known as Minda lndu�Lril:!s Llmltt!d) CIN: L74899DL1992PLC050333, Regd. Office: B-64/1, Waz.irpur Industrial Area, Delhi-110052, (Corporate) Vilkigc N.iwut.!c1 Fc1tehpur, P.O. �lk.'lnrlP-qi11r Rodda, Manesar, D1�LL. Gurgiion, Hiiryana -12200'1, INDI/\ T: +91124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - info@unominda .. com,www.unominda.com

~~• 11~~ 1t )([MI][NDA][]] ---Ol=I VING THE NEW--

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

S) Re-appointment and remuneration of Shri Nirmal K Minda as Chairman and Managing Director of the Company for further period of four years w.e.f. 1[st ] April 2023.

The existing term of Sh. Nirmal K Minda as Chairman and Managing Director of the Company is upto March 31, 2023. The Board approved the re-appointment of Sh. Nirmal K Minda as Chairman and Managing Director of the Company for a further period of four years w.e.f. 1 [st ] April, 2023, subject to the approval of shareholders.

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

6) Approval of the Postal Ballot Notice

The Board has approved the Postal Ballot notice to obtain the approval of Shareholders (inter-alia) for the following matters:-

• Re-appointment of Mr Nirmal K Minda (DIN: 00014942) as Chairman and Managing Director of the Company

• i)

• ii) Appointment of Ms. Rashmi Hemant Urdhwareshe (DIN:08668140) as an Independent Director of the company

7[)] Expansion of Neemrana, Rajasthan plant of Toyoda Gosei Minda India Pvt. Ltd., joint venture of the Company

Toyoda Gosei Minda India Pvt. Ltd. (TGMIN) is a joint venture between Uno Minda Ltd. and Toyoda Gosei Co., Ltd. Japan which is engaged in the business of Automotive Safety system, fuel cap and Weather-strip Sealing parts. Board reviewed and approved the proposal of expansion of Neemrana, Rajasthan plant of TGMIN to meet the new requirement of the Customers. The total project cost for expansion of Neemrana, Rajasthan Plant approved is Rs. 175 crores. The commercial production is expected to start from December 2024.

Pursuant to the Regulation 30 of SEBI (LODR), read with SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter(s) are attached as Annexure­ VI to this letter

8) Acquisition of shares from Kosei International Trade and Investment Company Limited (KITI and Minda Investments Limited{MINV), held in Minda Kosel Aluminum Wheel Private Limited (MKA)

MKA is engaged in the development, manufacturing and sales of aluminum alloy wheels for major car OEMs and aftermarket in India.

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Uno Minda Limited (formerly known as Minda Industries Limited) CIN: L74899DL1992PLC050333, 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: +91 124 2290676/95, Email - lnfo@unominda .. com.www.unominda.com

~~1llt•1[~~ [MI][N][DA] --.:,r1 v1NG THI! New--

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

--.:,r1 v1NG THI! New--

MKA is a joint venture company between Uno Minda Group and Kosei International Trade and Investment Company Limited, (KITI) in the ratio of 77.35:22.64 respectively. Investment in Minda Kosei by Uno Minda Group is held 77.35% by Uno Minda Limited and 0.01% by Minda Investments Limited (MINV).

Board in-principally approved the purchase of 22.65% stake of MKA, (22.64% stake from its existing shareholder KITI comprising of 56514000 equity share of face value Rs. 10 each and 0.01% stake from MINV comprising of 4,900 equity share of face value Rs. 10 each) for a total consideration upto Rs.116 Crores (Rupees One Hundred Sixteen Crores). Post-acquisition, MKA will become wholly owned subsidiary of the Company.

The transaction is expected to be completed on or before March 31, 2023.

Pursuant to the Regulation 30 of SEBI (LODR), read with SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter(s) are attached as Annexure­ VII to this letter

The meeting commenced at 11:40 am and concluded at 1.40 p.m.

These aforesaid outcome 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, Tarun Kumar Srivastava s.t:P:�[:][·][:][� ] Company Secretary & Compliance Officer

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Encl: As above.

Uno Minda Limited (formerly known as Minda Industries limited) CIN: L74899DL1992PLC050333, 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: +91 124 2290676/95, Email - info@unominda .. com,www.unominda.com

Annexure-1

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

	(Listing Regulations and Disclosure Requirements) Regulations, 2015
~~s.~~ No.	Details of events that need to beprovided Wholly Subsidiary 1 owned Wholly owned Subsidiary 2
a)	name of the target entity, details in brief such as size, turnover etc.; The Company will be incorporated in name & Style of Uno Minda Auto TPrhnologies Pvt. Ltd. or any other name as may be approved by Registrar of Companies. The Company will be incorporated in name & Style of Uno Minda Auto Innovations Pvt. Ltd. or any other name as may be approved by Registrar of Companies.
b)	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? Formation of a wholly owned subsidiary or subscription of shares of a wholly owned subsidiary does not fall under the definition of the related party Formation of a wholly owned subsidiary or subscription of shares of a wholly owned subsidiary does not fall under the definition of the related party transactions as per the transactions as per the If yes, nature of interest and Companies Act 2013 and Companies Act 2013 details thereof and whether SEBI (LODR). and SEBI (LODR) .. the same is done at "arms- length";
c) d)	Industry to which the entity Auto Component Auto Component being acquired belongs; Objects and effects of It will help the Company It will help the Company acquisition (including but not to cater the new business to cater the new limited to, disclosure of related to auto business related to auto reasons for acquisition components business components business of target entity, if its business is outside the main line of business of the listed entity);
e)	Brief details of any N.A. N.A. governmental or regulatory approvals required for the acquisition;
f)	Indicative time period for On or before Ql 2023-24 On or before Ql 2023- completion of the 24 acquisition;
g)	Nature of consideration - Cash Consideration Cash Consideration whether cash consideration or share swap and details of the same;
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	h)	Cost of acquisition or the price	Subscription			to	Subscription			to
		at which the shares are	Memorandum			of	Memorandum			of
		acquired;	Association ("MOA'')			-	Association ("MOA'') -
			the	shares	will	be	the	shares	will	be
			acquired at face value				acquired at face value
	i)	Percentage of shareholding /	Wholly owned (100%)				Wholly owned		(100%)
		control acquired and / or
		number of shares acquired;
	j)	Brief background about the	Not	Applicable			Not	Applicable
		entity acquired in terms of
		products/line of business
		acquired, date of
		incorporation, history of last 3
		years turnover, country in
		which the acquired entity has
		presence and any other
		significant information (in
		brief);

Annexure-11

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

	(Listing Regulations and Disclosure Requirements) Regulations, 2015
~~s.~~ No.	Details of events that need to be provided
a)	Name of Secretarial Auditor M/s Chandrasekaran Associates, Practicing Company Secretaries (FRN: P1988DE002500}
b)	Reason for Change Appointment of New Secretarial Auditor
c)	Date of Appointment & term February 8, 2023 (For the financialyear 2022-23)
d)	Brief Profile M/s. Chandrasekaran Associates is a firm of practicing company secretaries, established in 1988, providing secretarial consultancy services for more than 30 years. The firm has been providing consultancy to reputed listed companies and large corporate houses in various sectors such as Information Technology, Telecom, Manufacturing, Real Estate Developers, Insurance, Fast Moving Consumer Goods, Hotel, Travel, Food, Pharma, Home Furnishers, Tobacco etc. The firm is lead by Mr. Rupesh Agarwal, Managing Partner along with other partners and team under the guidance of Dr. S Chandrasekaran, Senior Partner.
e)	Disclosure of relationships between NA directors (in case of appointment of a director).

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Annexure-111

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

	(Listing Regulations and Disclosure Requirements) Regulations, 2015	(Listing Regulations and Disclosure Requirements) Regulations, 2015	(Listing Regulations and Disclosure Requirements) Regulations, 2015
~~s.~~ No. a)	Details of events that need to be provided Reason for appointment or Better Investor services discontinuation
			Better Investor services
b)	Date on which effective	above would become Post execution of tri party agreement with depositories

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Annexure-lV

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

	(Listing Regulations and Disclosure Requirements) Regulations, 2015	(Listing Regulations and Disclosure Requirements) Regulations, 2015
~~s.~~ No.	Details of events that need to be provided
c)	the amount and percentage of the 1. Turnover of MNGTL for FY 2021-22 was turnover or revenue or income and Rs. 4 Crores comprising of 0.48 % of the net worth contributed by such unit or consolidated turnover of Uno Minda division of the listed entity during the Limited. last financial year 2. Net Worth of MNGTL as on 31st March 2022 is Rs. 7.88 Crores comprising of 0.23% of consolidated net worth of Uno Minda Limited.
d) e)	date on which the agreement for sale Agreement for sale to be executed has been entered into; the expected date of completion of June 30, 2023 or such other extended date sale/disposal; as management mayapprove.
f)	consideration received fromsuch sale/disposal;	Rs. 2.08 Crore
g)	brief details of buyers and whether any of thebuyersbelong to the promoter/ promoter group/group companies. If yes, details thereof;	Name of Buyer: Pioneer Finest Limited. Date of incorporation: 10/02/1994 Registered office: Village NaharpurKasan Nakhrola Manesar Gurgaon Pioneer Finest Limited belongs to Promoter GroupCompany
h) whether the transaction would fall Yes, transaction will fall within related party within related party transactions? If transactions and same will be done at arms- yes, whether the same is done at length "arms-length";
i)	additionally, in case of a slump sale, NA indicative disclosuresprovided for amalgamation/merger, shall be disclosed by the listed entity with respect to such slumpsale.

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Annexure-V

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

I

	(Listing Regulations and Disclosure Requirements) Regulations, 2015
a)	Name of Director Mr. Nirmal K Minda(DIN: 00014942)
b) c)	Reason for Change Date of Appointment & term Mr. Nirmal K Minda was reappointed as Chairman & Managing Director for a period of S(Five) years from April 01, 2018 to March 31, 2023. Further, the present tenure of Mr. Nirmal K Minda will be completing on March 31, 2023. The Board has further approved the reappointment of Mr. Minda for a further period of four years effective from April 1 2023, subject to approval of Shareholders. Effective Date of Re-appointment: April 1, 2023 Term of Appointment: Fouryears
d)	Brief Profile Mr. Nirmal K Minda (DIN: 00014942) (aged 65 years), is an industrialist with rich business experience of more than three decades in the Auto Components Sector, he has been instrumental in forging new alliances and joint venture partnership with globally renowned names. He has been conferred with 'EV Entrepreneur of the Year' Award in Manufacturing Category in 2019. The Group grew manifold under his dynamic leadership, established footprints globally and received numerous awards and recognitions. He has held many offices in bodies like CII as Vice Chairman, Haryana State Council & Special Invitee, Northern Regional Council. He also served as the Chairman of ACMA, Northern Region for three consecutive years, followed by Vice President for 2016-17 President of ACMA for the year 2017-18.
e)	Disclosure of relationship Mr. Nirmal K Minda is father of Ms. Paridhi Minda, between Directors Whole-time Director of the Company.

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Annexure-VI

	Annexure-VI	Annexure-VI
S. No.	Details of events that need to beprovided for Capacityaddition
a) Existing capacity;		Existing capacity of Driver Airbags (DAB) and Passenger Airbags (PAB) are 18,00,000 unitsper annum(Approx)
b)	Existing capacity utilization {%);	84% (approx.) of Existing capacity of Driver Airbags (DAB) and Passenger Airbags (PAB)
c) Proposed capacity addition;		Capacity addition for Passenger Airbags (PAB) 3,00,000 units per annum (Approx) New Capacity addition for Curtain Airbags (CAB) and Side Airbags (SAB) 9,00,000 unitsper annum(Approx)
d) Period within which the proposed The Project is expected to be capacity is to be added;		In FY 2023-24
e) Investment required;		Rs. 175 Crore over theperiod of 3years
f)	Mode of financing;	Debt and Internal Accruals
g)	Rationale	Increase in customer demand

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Annexure-VII

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

a)	Name of the Target	Minda Kosei Aluminum Wheel Private Limited(MKA)
	Company
b)	Whether the Acquisition	It is a related party transaction and same will be done
	would fall within. related	at arm's length.
	party transaction(s)
	whether
	promoter/promoter group/
	group companies have any
	interest in the entity being
	acquired? If yes nature of
	interest and details thereof
	and whether the same is
	done at "arm's length";
c)	Industry to which the entity	Automotive Industry
	beingacquired belongs;
d)	Objects and effects of	MKA is engaged in the development, manufacturing
	acquisition (including but	and sales of aluminum alloy wheels for major car
	not limited to, disclosure of	OEMs and afermarket in India.
	reasons for acquisition of
	target entity, if its business	MKA is a joint venture company between Uno Minda
	is outside the main line of	Group and Kosei International Trade and Investment
	business of the Company);	Company Limited, (KITI) in the ratio of 77.35:22.64
		respectively. Investment in Minda Kosei by Uno
		Minda Group is held 77.35% by Uno Minda Limited
		and 0.01% by Minda Investments Limited(MINV).
		Board in-principally approved the purchase of 22.65%
		stake ofMKA,{22.64% stake from its existing
		shareholder KITI comprising of 5,65,14,000 equity
		share of face value Rs. 10 each and 0.01% stake from
		MINV comprising of 4,900 equity share of face value
		Rs. 10 each) for a total consideration upto Rs.116
		Crores (Rupees One Hundred Sixteen Crores). Post­
		acquisition, MKA will become wholly owned
		subsidiary of the Company.
e)	Brief details of any	N.A.
	Governmental or regulatory
	approvals required for the
	acquisition;

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	f)	Indicative time period for	On or before March 31, 2023
		completion of the
		acquisition;
	g)	Nature ofconsideration-	Cash Consideration
		whether cash consideration
		or share swap and details of
		the same;
	h)	Cost of acquisition or the	Total		consideration upto Rs.116 Crores (Rupees One
		price at which the shares are		Hundred Sixteen Crores)
		acquired;
	i)	Percentage of	5,65,18,900 equity shares having face value of Rs. 10
		shareholding/control	each for 22.65% stake in MKA
		acquired and/or number of
		shares acquired;
	j)	Brief background about the		~~-~~	MKAisengaged		in the development,
		entity in terms of			manufacturing and		sales of aluminum alloy
		products/line ofbusiness			wheels for major car OEMs and afermarket in
		acquired, date of			India.
		incorporation, history of last
		3 years turnover, country in		-	Date of Incorporation ofMKA:23/03/2015
		which the acquired entity
		has presence and any other		-	Last three years' turnover:
		significantinformation (in
		brief);		Financial Year			Amount Rs. in Crore
				2021-22			812.96
				2020-21			518.71
				2019-20			533.91