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UNO Minda Limited Capital/Financing Update 2024

Jan 3, 2024

61248_rns_2024-01-03_815ccc17-891c-4a7e-ad7b-bf63a015e075.pdf

Capital/Financing Update

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

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k! t•)( [MINDA][]]
--.:,;::1 VING THE NEW--
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Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 03/01/2024

National Stock Exchange of India Ltd.
Listing Deptt., Exchange Plaza,
Bandra Kurla Complex, Bandra (E),
Mumbai - 400 051
BSE Ltd.
Regd. Ofice: 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 Ltd.
Regd. Ofice: Floor - 25,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400 001.
NSE Scrip: UNOMINDA BSE Scrip: 532539; UNOMINDA

Sub:- Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015

Dear Sirs,

This is in continuation of our earlier intimation dated 04 February, 2021, wherein we have given an update on the merger of Minda TG Rubber Private Limited (Transferor Company) with Toyoda Gosei Minda India Private Limited (Transferee Company). We have also given update in the said communication that the company, Minda Industries Limited (now known as Uno Minda Limited) was holding 47.80% stake in the said Transferor Company.

We wish to inform that, the Hon'ble National Company Law Tribunal, New Delhi and the Hon'ble National Company Law Tribunal, Jaipur, vide their order(s) pronounced on 26[th ] October, 2023 and 23[rd ] June 2022, respectively has sanctioned the Scheme of Amalgamation of Minda TG Rubber Pvt. Ltd. ("Transferor Company") with Toyoda Gosei Minda India Pvt. Ltd. ("Transferee Company") and their respective creditors and Shareholders;

This is to inform that the Transferee Company, M/s. Toyoda Gosei Minda India Private Limited, as per the allotment letter dated 03.01.2024, issued to the Company has allotted 1,65,17,135 equity shares to the company, fully paid up of the face value of Rs. 10/- each, as per the swap ratio, defined in the aforesaid Scheme of amalgamation.

Further, the detailed disclosure pursuant to the provisions of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("LODR Regulations") read with Circular No. SEBI/HO/CFD/CFD-PoDl/P/CIR/2023/123, is enclosed as Annexure-1.

Please take the same on records.

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Thanking you.
Yours faithfully,
For Uno Minda Limited
Tarun Digitally signed by
Tarun Kumar
Kumar Srivastava
Date: 2024.01.03
�R�)��ttl� Tarun Kumar Srivastava Srivastava 16:46:17 +05'30'
Company Secretary & Compliance
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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 Badda, Manesar, Distt. Gurgaon, Haryana -122004, INDIA

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

MINDA l1lt•)( 1

(Formerly known as Minda Industries Ltd.)

Uno Minda Limited

�.::l!IVING THE NEW--

Annexure-1

Details of acquisition of stake in Toyoda Gosei Minda India Pvt. Ltd. ("Transferee Company") by the Company.

Sr. No Particulars

Sr. No Pariculars

a) Name of the target entity, details in brief
such as size, turnover etc.;
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? If yes, nature of interest
and details thereof and whether the
same is done at "arms-length";
1.
Name of the target entity: Toyoda Gosei Minda
India Pvt. Ltd. ("Transferee Company")
2.
Brief Details of business: Transferee Company
is a Joint Venture Company between the
Company and Transferee Company (along with
its group company) and is engaged in the
manufacturing of Automotive Safety system
like air bags, fuel cap and Weather-strip Sealing
pars.
3.
Turnover Last 3 Financial Years based on
audited financial statements:
Sr. No
Financial
Amount (In Rs. Millions)
Year
1
2022-23
8304.29
2
2021-22
5613.48
3
2020-21
3787.60
Sr. No
Financial
Amount (In Rs. Millions)
Year
1
2022-23
8304.29
2
2021-22
5613.48
3
2020-21
3787.60
The acquisition is a related party transaction and
the same is done at arms-length. Uno Minda
Limited has acquired 1,65,17,135 Fully Paid up
Equity Shares of Toyoda Gosei Minda India Pvt. Ltd
as per the Scheme of Amalgamation of Minda TG
Rubber Pvt. Ltd. ("Transferor Company") with
Toyoda Gosei Minda India Pvt. Ltd. ("Transferee
Company") and their respective creditors and
Shareholders sanctioned by Hon'ble National
Company Law Tribunal, New Delhi and Hon'ble
National Company Law Tribunal, Jaipur vide their
orders dated 26thOctober 2023 and 23rdJune 2022,
respectively.
The promoter/promoter group/group companies
of the Company do not have any interest in the
transferee company except as mentioned above.
c) Industry to which the entity being
acquired belongs;
Automotive components
d Objects
and
impact
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);
No such impact as the said acquisition was done as
per the Scheme of Amalgamation of Minda TG
Rubber Pvt. Ltd. ("Transferor Company") with
Toyoda Gosei Minda India Pvt. Ltd.("Transferee
6dat
Tarun Kumar
Srivastava
Digitally signed by
Tarun Kumar Srivastava
Date: 2024.01.03
16:47:05 +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 Badda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA T: +91124 2290427/28, 2290693/94/96 Fax: +91124 2290676/95, Email - [email protected],www.unominda.com

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

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UO t [•)I ][MI][N][D][A]]
---C�IVING THE NEW--
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-�IVING THE NE
e) Company") and their respective creditors and
Shareholders.
Further, the business of Target company is not
outside the main line of business of the Company.
Brief details of any governmental or
regulator approvals required for the
acquisition;
No prior approval required.
Not applicable
f) Indicative time period for completion of
the acquisition;
g)Nature of consideration - whether cash
consideration or share swap and details
of the same
The Shareholders of Transferor Company have been
allotted 100 fully paid up Equity Shares of the face
value of Rs. 10/- each of the Transferee Company
each against 156 fully paid up Equity Shares of face
value of Rs. 10/- each of Transferor Company as per
share swap ratio definedintheschemeof
amalgamation.
No cost of acquisition or price involved as the shares
have been allottedasperthe schemeof
amalgamation.
hCost of acquisition or the price at which
the shares are acquired;
i) Percentageofshareholding/ control
1,65,17,135 Equity Shares were allotted, pursuant to
acquired and / or number of shares
merger, being 0.13% of post-merger paid up capital
acquired;
of the Transferee Company.
Post-merger, the shareholding of the company along
with its group company in the transferee company
remains same aspre-merger i.e. 49.90%
j)
Brief background about the entity
acquired in terms of products/line of
business
acquired,
date
of
incorporation, histor of last 3 years
turnover, country in which the acquired
entity has presence and any other
significant information (in brief);
For brief background and turnover refer point "(a)"
above.
Date of Incorporation of acquired entity: 17.04.2008
Countr Presence: India

Tarun Kumar Digitally signed by Tarun Kumar Srivastava Srivastava Date: 2024.01.03 16:46:47 +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 Badda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA T: +91124 2290427/28, 2290693/94/96 Fax: +91124 2290676/95, Email - [email protected],www.unominda.com