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UNO Minda Limited — Capital/Financing Update 2023
Sep 12, 2023
61248_rns_2023-09-12_3000b0e4-422d-4253-ac99-841fc05a3848.pdf
Capital/Financing Update
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Uno Minda Limited
(Formerly known as Minda Industries Ltd.)
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Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 12/09/2023
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: 532539
Sub:- Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015
Dear Sirs,
We wish to inform that the Board of Directors of the Company in its Meeting held today i.e. Tuesday, September 12, 2023, approved the following matters: -;
i) Fixation of Appointed Date in the matter of Scheme of Amalgamation of Minda I Connect Private Limited (Transferor Company) with Uno Minda Limited (Transferee Company) and their respective Shareholders and Creditors
The Hon 'ble National Company Law Tribunal (NCLT), Court-II, New Delhi Bench, vide its order dated 01[st ] September, 2023 has inter-a Ii a directed to fix a calendar date as Appointed Date from which the said Scheme of Arrangement would be effective.
Accordingly, the Board of Directors in its Meeting held today i.e. Tuesday, September 12, 2023 has fixed April 01, 2023 as Appointed Date for the Scheme of Amalgamation of Minda I Connect Private Limited (Transferor Company) with Uno Minda Limited (Transferee Company) and their respective Shareholders and Creditors.
ii) Approval of acquisition of stake in Uno Minda Europe GmbH, Step Down-Subsidiary of
the Company
The Board of Directors of the Company in its Meeting held today i.e. Tuesday, September 12, 2023 has approved the acquisition of remaining 3.81 % stake of Uno Minda Europe Gmbh (Step Down-Subsidiary of the Company) held by Mr. George Hutter at a consideration of Euro 1.3 Million by SAM Global Pte Ltd (Wholly Owned Subsidiary of the Company). Post-acquisition, Uno Minda Europe Gmbh will become wholly owned subsidiary of the Company.
Further, the detailed disclosure pursuant to the provisions of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure
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 - [email protected],www.unominda.com
1 MINDA l1lt•J ]
Uno Minda Limited (Formerly known as Minda Industries Ltd.)
-.,ii'I VINGI THI! NEv,r-
Regulations, 2015("LODR Regulations") read with Circular No. SEBI/HO/CFD/CFD PoDl/P/CIR/2023/123, is enclosed as Annexure-1.
The Board Meeting commenced at 9.25 a.m. and concluded at 10.50
a.m. Please take the same on records.
Thanking you.
Yours faithfully,
For Uno Minda Limited
(Formerly known as Minda Industries L ·
cf'P-�..)�'lh:t.J"e. Tarun Kumar Srivastava Company Secretary & Compliance
Tarun Kumar Digitally signed by Tarun Kumar Srivastava Srivastava Date: 2023.09.12 10:52:28 +05'30'
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: +91124 2290676/95, Email - [email protected],www.unominda.com
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Uno Minda Limited
(Formerly known as Minda Industries Ltd.)
Annexure-1
| Sr.No Details of events that need to beprovideda)Name of the target entity, details in1. Name of the target entity: UNO Mindabrief such as size, turnover etc.;Europe Gmbh (Step Down Subsidiary of UnoMinda Limited)2.Brief Details of business: Uno Minda EuropeGmbh engaged in the business of lightingsystems and electronic control units (ECUs),offerits customers thedevelopment,production and series delivery of innovativesystems and components for automobilesand motorcycles. The Company's primarilyfocus on the vehicle domains of body andinterior as well as central functions (e.g.central control units and gateways). The saidsubsidiary specializes in areas of exterior andinterior lighting.3. Turnover Last 3 Years:Sr.NoFinancial Year12022-2322021-2232020-21Amount (Euro K)4218.265714.9610591.14b)Whether the acquisition would fall Acquisition of remaining 3.81 % of stake of Unowithin related party transaction(s) Minda Europe Gmbh (Step Down-Subsidiary ofandwhetherthepromoter/ the Company) held by Mr. George Hutter at apromoter group/ group companies consideration of Euro 1.3 Million by SAM Globalhave any interest in the entity being Pte Ltd (Wholly Owned Subsidiary of theacquired? If yes, nature of interest Company).and details thereof and whether thesame is done at "arms-length";The transaction held with Non-Related Party. | |
| 1. Name of the target entity: UNO MindaEurope Gmbh (Step Down Subsidiary of UnoMinda Limited)2.Brief Details of business: Uno Minda EuropeGmbh engaged in the business of lightingsystems and electronic control units (ECUs),offerits customers thedevelopment,production and series delivery of innovativesystems and components for automobilesand motorcycles. The Company's primarilyfocus on the vehicle domains of body andinterior as well as central functions (e.g.central control units and gateways). The saidsubsidiary specializes in areas of exterior andinterior lighting.3. Turnover Last 3 Years:Sr.NoFinancial Year12022-2322021-2232020-21Amount (Euro K)4218.265714.9610591.14Acquisition of remaining 3.81 % of stake of UnoMinda Europe Gmbh (Step Down-Subsidiary ofthe Company) held by Mr. George Hutter at aconsideration of Euro 1.3 Million by SAM GlobalPte Ltd (Wholly Owned Subsidiary of theCompany).The transaction held with Non-Related Party. | |
| c)Industry to which the entity beingacquired belongs; | Automotive components |
| d)Objects and effects of acquisition(includingbutnotlimitedto,disclosure of reasons for acquisitionof target entity, if its business isoutside the main line of business ofthe listed entity); | Post-acquisition, Uno Minda Europe Gmbh willbecome wholly owned step-down subsidiary ofthe Company. |
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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: +91124 2290427/28, 2290693/94/96 Fax: +91124 2290676/95, Email - [email protected],www.unominda.com
l1lt•)[ [MINDA][]] -Crl VING THE NEW--
(Formerly known as Minda Industries Ltd.)
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Uno Minda Limited
| o Minda Limitedmerly known as Minda Industries Ltd.) | o Minda Limitedmerly known as Minda Industries Ltd.) | **l1lt•)[ **MINDA]-r VING THE NEW |
|---|---|---|
| e)Brief details of any governmental orregulatory approvals required forthe acquisition; | Nil | |
| f)Indicativetimeperiodforcompletion of the acquisition; | Q3-2023-24 | |
| g)Nature of consideration - whethercash consideration or share swapand details of the same | Cash | |
| h)Cost of acquisition or the price atwhich the shares are acquired; | Euro 1.3 Millions | |
| i)Percentage of shareholding control3.81%acquired and / or number of sharesacquired; | ||
| **j) ** | Brief background about the entityacquired in terms of products/line ofbusinessacquired,dateofincorporation, history of last 3 yearsturnover, countryinwhich theacquired entity has presence andany other significant information (inbrief); | This entity is a step down subsidiaryCompany.For turnover refer point "a" above.DateofIncorporation of acquired13.11.2019.Country Presence: Germanyof theentity: |
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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: +91124 2290427/28, 2290693/94/96 Fax: +91124 2290676/95, Email - [email protected],www.unominda.com