UNO Minda Limited — M&A Activity 2019

Feb 15, 2019

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Transaction Update February 2019

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Safe Harbor

This presentation and the accompanying slides (the “ Presentation”), has been prepared by Minda Industries Limited (the “ Company”), solely for information purposes and do not constitute any offer, recommendation or invitation to purchase or subscribe for any securities, and shall not form the basis or be relied on in connection with any contract or binding commitment whatsoever. No offering of securities of the Company will be made except by means of a statutory offering document containing detailed information about the Company.

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This Presentation has been prepared by the Company based on information and data which the Company considers reliable, but the Company makes no representation or warranty, express or implied, whatsoever, and no reliance shall be placed on, the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. This Presentation not be all inclusive and not contain all the that consider material. may may of information you may Any liability in respect of the contents of, or any omission from, this Presentation is expressly excluded.

Certain matters discussed in this Presentation may contain statements regarding the Company’s market opportunity and business prospects that are individually and collectively forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties include, but are not limited to, the performance of the Indian economy and of the economies of various international markets, the performance of the auto ancilliary industry in India and world-wide, competition, the company’s ability to successfully implement its strategy, the Company’s future levels of growth and expansion, technological implementation, changes and advancements, changes in revenue, income or cash flows, the Company’s market preferences and its exposure to market risks, as well as other risks. The Company’s actual results, levels of activity, performance or achievements could differ materially and adversely from results expressed in or implied by this Presentation. The Company assumes no obligation to update any forward-looking information contained in this Presentation. Any forward-looking statements and projections made by third parties included in this Presentation are not adopted by the Company and the Company is not responsible for such third party statements and projections.

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Transaction Update Presentation

About Harita Seating System

Company Background

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Harita Seating Systems Limited (HSSL), established in 1988 is listed on the National Stock Exchange (NSE).

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HSSL provides complete seating solutions for driver and cabin seating for CVs, Tractors and OR, as well as passenger seats for buses across all segments No of Plants: 12

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JV Partner: Fehrer, Germany ( Part Of AUNDE Group)

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Historical Financial
Revenue (Rs. Cr) EBITDA (Rs. Cr) PAT (Rs. Cr) 38
87
905 28
63
790
2017 2018 2017 2018 2017 2018
PAT after MI
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CVs Tractors Buses OR 2W , others
P
R
O
D
U 4
C
T
S
4
C CVs
U
S Tractors
T
4
O Buses
M
E OR
R
2W,
S others
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Transaction Rationale

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Product Synergies : MIL will broaden its product portfolio and help leverage the deep R&D capabilities to ensure a robust pipeline of new product launches.

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MIL to improve realisation per vehicle ( Kit Value) across all segments. Improve revenue mix In CV Segment.

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Customer Synergies : It will help leverage the long standing and entrenched customer/OEMs relationships of group providing access to new/ complementary customers.

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Technology : Work with Technology Partner ( Fehrer, Germany) to develop and grow PV and light weighting of seats.

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Cost Synergies : Realization of cost synergies across general and administrative expenses and maximizing productivity gains by pooling of financial, managerial, technical and human capital.

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Manufacturing Plants are located at Strategic locations in close proximity of OEMs.

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Sales Channel Synergies : Leverage upon strong aftermarket distribution channel to augment growth further

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Value Accretive : The Transaction is EPS accretive to Shareholders to MIL

Merger of Harita Seating System

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Existing Structure
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Post Merger
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Minda Industries Limited
Public
1. Switch
P1 P2 P3 P4 FP
Shareholder
2. Light
14% 3. Horn
34%
52%
4.
Seating Division
Harita Seating Systems
Fehrer
49%
Fehrer 51% Germany
51% 49%
Germany
Harita Fehrer Limited
Harita Fehrer Limited
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Transaction Summary

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Option 1 Equity Share of MIL Rs 320 Swap ratio: 1.52: 1

HSSL INR Value Per Share 485 SWAP

Particulars Date Appointed Date April 01, 2019 Effective Date NCLT Approval Record Date Will be determined after Court Order

Option 2 Redeemable Pref. Share Yield: 7.5% PA Coupon: 0.01% Tenor : 3 years

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For further information, please contact:

Company : Investor Relations Advisors : Minda Industries Ltd. Strategic Growth Advisors Pvt. Ltd. CIN : L74899DL1992PLC050333 CIN : U74140MH2010PTC204285 Mr. Tripurari Kumar Mr. Jigar Kavaiya DGM Strategy & Finance +91 99206 02034 tripurarik@mindagroup.com jigar.kavaiya@sgapl.net www.unominda.com www.sgapl.net