UNO Minda Limited — Capital/Financing Update 2020

Nov 10, 2020

Ref. No. Z-IV /R-39 /D-2/17 4 & 207 nr1tP. : 1 O November, 2020 THINK . INSPIRE . FLOURISH

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

Sub: - Disclosure under Regulation 30 of SEBI {LODR) Regulations. 2015 Outcome of the Board Meeting- to November. 2020

Dear Sirs,

We wish to inform that the Board of Directors of the company in its meeting held today i.e. 10 November, 2020, have also approved the following matters:

1) Investment in Tokai Rik.a Minda India Private Limited

Tokai Rika Minda India Private Limited (hereinafter called as "TRMN") is a Joint Venture Company of UNO Minda Group and Tokai Rika Co. Ltd. Japan, in which 87.14% stake is held by Tokai Rika Co. Ltd., Japan and 12.86% stake is held by Minda Finance Ltd.

TRMN is eneaged in the manufacturing of safety and security systems, electronic components and automotive switches and is supplying its products to OEMs.

Board approved the purchase of 12.86% stake of TRMN, comprising of 2,25,00,000 equity shares of face value Rs.10 each, from its existing shareholder M/s. Minda Finance Ltd. @ Rs. 10.04 per share, based on the Valuation Report of an Independent Valuer, for a total consideration of Rs. 22.59 Crore.

The expected date of completion is on or before 31 December, 2020.

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-I, to this letter.

2) Merger of Minda TG Rubber Private Limited with Toyoda Gosei Minda India Pvt. Ltd.

Minda TG Rubber Private Limited ("Minda TG Rubber") and Toyoda Gosei Minda India Private Limited ("Toyoda Gosei Minda") both are the Joint Venture Companies, incorporated by Toyoda Gosei Co. Ltd., Japan and UNO Minda Group.

In Minda TG Rubber, the company holds 51 % stake and 49% stake is held by Toyoda Gosei Co. Ltd. Japan. Similarly, in Toyoda Gosei Minda, 50.10% stake is held by Toyoda Gosei Co. Ltd. Japan and 47.80% & 2.10% stake is held by the company and Minda Investments Ltd. respectively.

Board in-principle, approved the merger of its Subsidiary and JV, namely Minda TG Rubber Private Limited (MTGJ wlth_Ioyo_daCioselMin daln.diaPrivate.1,imited_(T£M). The said merger is subject to approval of the Board of both the Companies and other regulatory approvals.

Contd .... Page/2

MINDA INDUSTRIES LTD. (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur a da, Manesar, Distt. Gurgaan, Haryana - 122004, INDIA. T: +91 124 2290427/28, 2290693/94/96 F: +91 124 2290676/95 Email: info@mindagroup.cam, www.unominda.com Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052 CIN No for Corporate: L 7 4899DL1992PLC050333

11111

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As a part of above restructuring exercise, the company will sale out/ transfer its 5,55,753 equity shares held in Minda TG Rubber to the joint venture partner Toyoda Gosei Co. Ltd., Japan, before the merger, at a price determined by the Independent Valuer for an aggregate value of Rs 55.86 lacs.

The meeting commenced at 12.45 pm. and concluded at 2.40 p.m.

It is for your information and records please.

Thanking you.

Yours faithfully, For MINDA INDUSTRIES LTD.

ri{c)�vCL) 1:-eu·..r�

an Kumar Srivastava Company Secretary & Complian

Encl: As above.

	S.No. Details of events that need to be provided
a)	Name of the Target Company	Tokai Rika Minda PrivateLimited("TRMN")
b)	Whether the Acquisition would fall withinrelatedpartytransaction(s)whetherpromoter/promoter Group/ Group Companieshave any interest in the entity being acquired?If yes nature of interest and details thereof andwhether the same is done at "arm's length";	It is a Related Party Transaction.Minda Finance Ltd.(MFL), being transferoris one of the promoter entity of MindaIndustries Lld.(MIL) and Mr. Nirmal K.Minda and Mr. Anand Kumar Minda, arecommon directors on the Board of MFLand MIL.The transaction is done at Fair Value,based on Valuation Report. of IndependentValuer.
c)	Industry to which the entity being acquiredbelongs;	Auto Components
d)	Objects and effects of acquisition (includingbut not limited to, disclosure of reasons foracquisition of target entity, if its business isoutside the mam line of business of theCompany);	TRMN is a Joint Venture entity of TokaiRika Co. Ltd., Japan and Minda FinanceLtd.(MFL),aUNOMindaGroupCompany.As a strategic investment, theBoardapproved the acquisition of 12.86% stakeof TRMN, held by MFL, comprising of2,25,00,000 equity shares of the facevalue of Rs.10.04 each at a pncedetermined as per the Valuation Report.By acquisition, Minda Industries Ltd. willbecome a Joint Venture partner of TRMN.BothMILandTRMNaremautocomponents business.
e)	BriefdetailsofanyGovernmentalorregulatoryapprovalsrequiredfortheacquisition;	NA
f)	Indicative time period for completion of theacquisition;	On or before 31 December, 2020
g)	Natureofconsideration-whethercashconsideration or share swap and details of thesame;	Cash consideration
h)	Cost of acquisition or the price at which theshares are acquired;	Upto Rs.22.59 Crores for acquisition of2,25,00,000 equity shares of the facevalue of Rs. 10 each from the existingshareholder Mis. Minda Finance Ltd. atRs.10.04pershare,basedonthevaluation report of an independent valuer.
i)	Percentage of shareholding/control acquiredand/or number of shares acquired;	12.86% equity shares will be acquired.
j)	Brief background about the entity in terms ofproducts/line of business acquired, date ofincorporation, history of last 3 years turnover,in which the acquired entity hascountrypresence and any other significant information(in brief);-	TRMN is engaged in the manufacturing ofsafety and security systems, electroniccomponents and automotive switches andis supplying its products to OEMsThe turnover of the Company for the last3 years is as under:•2019-20 -Rs. 6117 million•2018-19 -Rs. 6729 million•2017-18 -Rs. 6298 million