UNO Minda Limited — M&A Activity 2019

Jan 30, 2019

Corporate Office

Ref. No: Z-IV/R-39/D-2/174 & 207 Date : 30 January, 2019

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

Dear Sirs,

Sub:- Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015

We wish to inform that Minda Industries Ltd.(MIL) has entered into a definitive agreement on 29 January, 2019 with KPIT Engineering Ltd and Impact Automotive Solutions Ltd. to purchase its Business related to Telematics hardware products consisting VTS-AIS 140, OBITS (On Bus Integrated Telematics Systems complying to UBS-II specifications), and Telematics product for School Bus. The agreement is subject to customary closing conditions and approvals.

The consideration for aforesaid transaction would be an initial payment of around Rs. 25 Crores. In addition to this, there will be certain milestone related payments based on performance over next 2.5 years.

The requisite details against the above stated matter, in terms of SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 is enclosed as Annexure-1 to this letter.

This is for your information and records please.

Thanking you,

Encl: As above.

Annexure -I

Particulars	Details
Nameofpartieswithwhomtheagreement is entered;	KPIT Engineering Ltd andImpact Automotive Solutions Ltd.
Purposeofenteringintotheagreement;	To Acquire Business, Know-how, embeddedsoftware and all associated IP rights/title ofthefollowingTelematicshardwareproducts:Vehicle Telematics System -VTS-AIS-140a)b)OBITS (On Bus Integrated TelematicsSystems)complyingtoUSB-11specifications; andc)School Bus Telematics Systems
Size of agreement;	Initial payment of about Rs. 25 Crores andperformance based earn-out over a period oftwo and a half years.
Shareholding, if any, in the entity withwhom the agreement is executed	NIL
Significant terms of the agreement (inbrief) special rights like right to appointdirectors,firstrighttosharesubscription in case of issuance ofshares, right to restrict any change incapital structure etc.;	NA
Whether, the said parties are relatedto promoter/promoter group/ groupcompanies in any manner.If yes,nature of relationship;	NO
Whether the transaction would fallwithin related party transactions? Ifyes, whether the same is done at "armslength";	NA
In case of issuance of shares to theparties, details of issue price, class ofshares issued;	NA
In case of loan agreements, details oflender,natureoftheloan,totalamount of loan granted, total amountoutstanding, date of execution of theloanagreement/sanctionletter,details of the security provided to thelenders for such loan;	NA

Any other disclosures related to such NAagreements, viz., details of nominee onthe board of directors of the listedentity, potential conflict of interestarising out of such agreements, etc;
In case of termination or amendment $\vert$ NAof agreement, listed entity shalldisclose additional details to the stockexchange(s):
i. Name of parties to the agreement
ii. Nature of the agreement;
iii. Date of execution of the agreement;
iv. Details of amendment and impactthereof or reasons of termination andimpact thereof.

$\hat{\mathbf{r}}$

of Rivas Helpelini