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UNO Minda Limited Capital/Financing Update 2022

Aug 25, 2022

61248_rns_2022-08-25_dada733a-6bca-43b3-9e89-ae8fb0a92de8.pdf

Capital/Financing Update

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

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DOt•ll [MINDA][)]
--C�IVING THE NEv,,r-
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Ref. No: Z-IV/R-39/D-2/NSE/207 & 174 Date: August 25, 2022

Ref. No: Z-IV/R-39/D-2/NSE/207 & 174
Date: August 25, 2022
BSE Ltd.
Regd. Office: Floor - 25,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400 001.		 National Stock Exchange of India Ltd.
Listing Deptt., Exchange Plaza,
Bandra Kurla Complex, Bandra (E),
Mumbai - 400 051.
BSE Scrip: 532539 NSE Scrip: UNOMINDA

Sub: - Outcome of the Board Meeting -

1. Expansion of Bawal Plant of Minda Kosei Aluminum Wheel Private Limited (MKA), a material subsidiary of the Company and further investment by the Company in equity shares of MKA

2. Setting up a manufacturing plant (Phase-I) of Mindarika Private Limited, a material subsidiary of the Company at Farrukh Nagar

3. Incorporation of a wholly owned step-down subsidiary of the Company in Dubai, United Arab Emirates

Dear Sirs,

We wish to inform that at meeting of the Board of Directors of the Company held today i.e. Thursday, August 25, 2022, the following matters were approved by the Board: -

1. Expansion of Bawal Plant of Minda Kosei Aluminum Wheel Private Limited (MKA), a material subsidiar of the Company and furher investment by the Company in equit shares of MKA

Minda Kasei Aluminum Wheel Private Limited (MKA), a material subsidiary of the Company is engaged in the development, manufacturing and sales of aluminium alloy wheels for major four wheel OEMs and aftermarket in India.

It is a 77 .35%:22.65% joint venture company between Minda Group and Kasei International Trade and Investment Company Limited, Japan ("Kasei Japan").

MKA has proposed to expand the capacity of Bawal Plant. The Board of the Company has reviewed the Detailed Project Report (DPR) of the Bawa I Plant of MKA. Total project cost approved is up to Rs.190 Crores. The expansion project is expected to be commissioned in two phases in Q3 202324 and Ql 2024-25 respectively.

The proposed expansion will be funded through Equity, Internal accrual and Term Loan. Accordingly, MKA is proposing to raise a fund of up to Rs. 40 Crores by further issue of Equity Shares to its members on Right issue basis at a face value of Rs.10/- per share. The Company proposes to subscribe to its rights portion and make further investment in equity shares aggregating up to Rs. 30 Crores.

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-A, to this letter.

Uno Minda Limited (formerly known as Minda Industries Limited) CIN: L74899DLI 992PLC0S0333, Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052,

(Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, IN T: +91 124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - [email protected],www.unominda.com

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

~~i•llt•1(~~ [MINDA ][l] ---C�IVINGi THE NEW--

2. Setting up a manufacturing plant (Phase-I of Mindarika Private Limited, a material subsidiar of the Company at Farrukh Nagar

Mindarika Private Limited's {MRPL), a material subsidiary of the Company is having one of its manufacturing plants at Manesar located in the revenue estate of Nawada Fatehpur, Sec-81 District Gurgaon. To cater future sales growth, additional space is needed and there is no scope of expansion in the current premises. It is proposed to set up a new manufacturing plant at Farukhnagar which will manufacture part products as Phase-I.

The project cost for setting up manufacturing plant (Phase-I) at Farrukhnagar will be approx. Rs. 110 Crore and the same will be funded through Internal accrual ar;id Term Loan.

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-B, to this letter.

3. Incorporation of a wholly owned step-down subsidiar of the Company in Dubai, United Arab Emirates

The Board approved the incorporation of a wholly owned step-down subsidiary {WOS) of the Company in Dubai, United Arab Emirates {UAE), in order to enhance its market reach in African & Middle East markets.

The WOS to be incorporated in UAE will have its office in Mainland Dubai, Deira with an initial equity investment of up to Rs. 50 Lacs. The WOS will be a 100% subsidiary of SAM Global Pte. Ltd., which is a wholly owned subsidiary of the Company situated in Singapore.

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-C, to this letter.

The Meeting cor:nmenced at 10:30 a.m. and concluded at 11:15 a.m.

This is for your information and records please.

Thanking you For Uno Minda Limited L V rf__Q °" ') ttl _v-e.___ Kumar Srivastava �;; Company Secretary and Complia

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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.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA T: +91 124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - [email protected],www.unominda.com

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

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�rll VINGi THK NEW--
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Annexure-A

(i) Expansion of Bawa I Plant of Minda Kasei Aluminum Wheel Private Limited

(Disclosure under sub-para (3) of Para B of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

(Disclosure under sub-para (3) of Para B of Part A of Schedule Ill to the Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)		 (Disclosure under sub-para (3) of Para B of Part A of Schedule Ill to the Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
Sr.
No.		 Details of events that need to be provided for Capacity addition
a) Existingcapacity; 1,80,000 wheel/month
b) Existingcapacityutilization; 100%
c) Proposed capacityaddition; 60,000 Wheel/month
d) Period within which the proposed capacity is
to be added;		 The expansion project is expected tobe
commissioned in two phases in Q3 2023-24
andQl 2024-25 respectively
e) Investment required; Rs.190 Crores
f) Mode of financing Through Equity infusion, internal accrual
and term loan
g) Rationale Increased demand from Customers

(ii) Furher investment in Equity Shares of Minda Kosei Aluminum Wheel Private Limited (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)

S.
Details of events that need to be provided
No.
a)
name of the target entity, details in brief i)
such as size, turnover etc.;
ii)
iii)		 Name of the target entity: Minda Kosei
Aluminum Wheel Private Limited
Brief Details: The target entity is engaged in
the development, manufacturing and sales of
aluminium alloy wheels for major four-wheel
OEMs and aftermarket in India.
Turnover duringlast 3years:
FY 2021-22
Rs. 812.96 Crore~~I~~
FY 2020-21
Rs.518.71 Crores~~I~~
FY 2019-20
Rs. 533.91 Crores
FY 2021-22 Rs. 812.96 Crore~~I~~
FY 2020-21 Rs.518.71 Crores~~I~~
FY 2019-20 Rs. 533.91 Crores
b)
Whether the acquisition would fall within
related pary transaction(s) and whether
the promoter/ promoter group/ group
companies have any interest in the entity
being acquired?
If yes, nature of interest and details
Yes, the target company is a joint venture
company between Uno Minda Limited (Formerly
known as Minda Industries Limited) ("UNO
MINDA") and Kosei International Trade and
Investment Company Limited, Japan in which
Company holds 77 .35% equity shares.
thereof and whether the same is done at The acquisition will be
"arms-length";

Uno Minda Limited (formerly known as Minda Industries Limit - CIN: L74899DLI 992PLC050333, Regd. Office: B-64/1, Wazirpur Industrial Area, De 052, (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA T: 191124 2290427/28, 2290G9J/94/9G Fax: 1-91 124 2290676/95, E111dil - i11fu@111ir1ua�ruup.w111, www.unomlnda.com

~~i! t•)I~~ [MINDA][]] ---.:,;::1 VING THE NEW--

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

c)
d)		 Industrytowhich the entity being
acquired belongs;
Objects andeffectsofacquisition
(including but not limited to, disclosure
of reasons for acquisition
of target entity, if its business is outside
the main line of business of the listed
entily);
Brief details of anygovernmentalor
regulatory approvals required for the
acquisition;
Indicative time period for completion of
the acquisition;		 Industrytowhich the entity being
acquired belongs;
Objects andeffectsofacquisition
(including but not limited to, disclosure
of reasons for acquisition
of target entity, if its business is outside
the main line of business of the listed
entily);
Brief details of anygovernmentalor
regulatory approvals required for the
acquisition;
Indicative time period for completion of
the acquisition;		 Manufacturing of auto-components
The Investment through equity shares is made to
fund the proposed capacity expansion by the
investee Company.
Through capacity expansion the Company will
cater to the increased demand from Custorer!.
N.A.		 Manufacturing of auto-components
The Investment through equity shares is made to
fund the proposed capacity expansion by the
investee Company.
Through capacity expansion the Company will
cater to the increased demand from Custorer!.
N.A.
e)
f) On or before Q2, 2023-24
Cash Consideration
g) Nature of consideration - whether cash
consideration or share swap and details
of the same;
h) Cost of acquisition or the price at which
the shares are acquired;
i)
j) Briefbackgroundabouttheentity
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);
i)
ii)
iii)
iv)		 Brief background: Minda Kosei is engaged in
the development, manufacturing and sales of
aluminium alloy wheels for major OE four
wheelmanufacturersand aftermarket in
India.
Date of Incorporation: 23/03/2015
Turnover duringlast 3years:
FY 2021-22
Rs. 812.96 Crore
FY 2020-21
Rs.518.71 Crores
FY 2019-20
Rs. 533.91 Crores
Country in which entity has presence: India

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Uno Minda Limited (formerly known as Minda Industries Limited) CIN: L74899 DL I 99 2PLC050333, Regd. Office: B- 6 4/1, Wazirpur Industrial Area, Delhi-110052, (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA T: +911211 2 29 01127/ 2 8 , 229 069 3/9 4/9 6 Fax: 191124 2200676 /95, Email - [email protected],www.unominda.com

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

~~i•ll►i~~ [MI][NDA]] -.:,;::;ii1VING THE NEW--

Annexure- B

Setting up a manufacturing plant (Phase-I of Mindarika Private Limited, a material subsidiar of the Company at Farrukh Nagar

(Disclosure under sub-para (3) of Para B of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Sr.
No.		 Details of events that need to be provided for Capacity addition Details of events that need to be provided for Capacity addition Details of events that need to be provided for Capacity addition Details of events that need to be provided for Capacity addition
a) Existingcapacity; Not applicable as the manufacturing set up
is only for manufacture of part products to
be
used
for
manufacture
of
auto
components. byMindarika Pvt Ltd
b)
Existingcapacityutilization;
c) Proposed capacity addition;
d)
e)
f)		 Period within which the proposed capacity is
to be added;
Investment required;
Mode of financing		 Q2 2023-24
Rs. 110 Cr.
Through internal accrual and term loan		 2023-24
g) Rationale To cater future sales growth additional
space is needed and there is no scope of
expansion in the currentpremises.

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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: +91 124 2290676/95, Email - [email protected],www.unominda.com

(Formerly known as Minda Industries Ltd.)

Uno Minda Limited

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1llt•)I [MIND][A][J]
�.::tlVING THII NEW-
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Annexure- C

- Incorporation of a wholly owned step down subsidiary

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

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		 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
~~s.~~
No.
Details of events that need to be provided
a)
Name of the target entity, details in
brief such .s size, turnover etc.;		 i)
Name of the target entity: The name proposed
shall be in order of preference as follow (subject
to the necessary regulatory approvals)
a)
Uno Minda Auto Spare Parts & Components
Trading LLC
b)
Uno Minda Gulf Auto Spare Parts &
Components Trading LLC
c)
Uno Minda UAE Auto Spare Parts &
Components Trading LLC
ii) Brief Details: The target Company will be
engaged in Trading, Import, Export & Re-Export
of Uno Minda products for customers in African
& Middle East markets.
iii) Turnover: Not Applicable
b)
Whether the acquisition would fall
ihi rld i		 Yes, the target company will be a 100% subsidiary of
SAM Glbl P Ld hih i hll d
c)
wtn eate party transacton(s) oa te. t., wc s a woy owne
and whether the promoter/ promoter subsidiary of the Company situated in Singapore.
group/ group companies have any
interest in the entity being acquired?
The acquisition will be done at arms-length basis.
If yes, nature of interest and details
thereof and whether the same is done
at "arms-length";
Industry to which the entity being
acquired belongs;
Auto-components
d)
Objects and effects of acquisition
(including
but
not
limited
to,
disclosure of reasons for acquisition
of target entity, if its business is
outside the main line of business of
the listed entity);
The target Company is being incorporated for
Trading, Import, Export & Re-Export of Uno Minda
products for customers in African & Middle East
markets
e)
Brief details of any governmental or N.A.
regulatory approvals required for the
acquisition;

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: +91124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - [email protected],www.unominda.com

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

~~k•llt•)I~~ [MIN][DA]] �rl VING THE NEW--

�r VING THE NE
f) Indicative time period for completion
of the acquisition;		 Q4, 2022-23
g)
h)
i)		 Nature of consideration - whether
cash consideration or share swap and
details of the same;
Cost of acquisition or thepriceat
which the shares are acquired;
Percentage of shareholding / control
acquired and / or number of shares
acquired;
The proposed investment shall be funded through
Sam Global Pte. Ltd., 50% by way of equity infusion
and balance 50% will be funded through unsecured
loan from SAM Global,Singapore.
Total equity investment will be upto Rs. 50 Lacs
The target company will be a 100% subsidiary of
SAM Global Pte. Ltd., which is a wholly owned
subsidiary of the Company.		 The proposed investment shall be funded through
Sam Global Pte. Ltd., 50% by way of equity infusion
and balance 50% will be funded through unsecured
loan from SAM Global,Singapore.
j) Brief background about the entity
acquired in terms of products/line of
business
acquired,
date
of
incorporation, history of last 3 years
turnover,countryinwhichthe
acquired entity has presence and any
othersignificantinformation (in
brief);
Not Applicable

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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: +91124 2290427/28, 2290693/94/96 Fax: +91124 2290676/95, Email - [email protected],www.unominda.com

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