Minda Industries : Amalgamation/Merger

Minda Industries Ltd.

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Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 24/05/2022

THINK . INSPIRE . FLOURISH

	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: MINDAIND	BSE Scrip: 532539

Sub:-Outcome of the Board Meeting

1) Audited Financial Results (Standalone & Consolidated) for the Quarter and Year ended 31 March 2022

2) Recommendation of final dividend on equity and preference shares 3) Issue of Bonus Shares

4) Raising of funds through issue of Debt Securities upto Rs.1000 Crores in one or more tranches.

5) Approval for change of name of the Company from Minda Industries Limited to UNO Minda Limited and

1. 1. Alteration in the Memorandum of Association of the Company.
   2. Adoption of amended· and restated Articles of Association of the Company.
2. Amendment to UNO Minda Employees Stock Option Scheme 2019
3. Postal Ballot Notice.
4. Investment in equity shares of Takai Rika Minda India Private Limited, Joint Venture Company.
5. Record dr1te for Dividend and Bonus issue

1. The draft Scheme of Arrangement among Harita Fehrer Limited ('Transferor Company'), Minda Storage Batteries Private Limited ('Demerged company'), wholly owned subsidiaries of the Company and Minda Industries Limited ('Transferee Company'/'Resulting Company') and their respective Shareholders and Creditors
2. Detailed Project Reports (DPR) of
3. 1. Minda Industries Vietnam Co. Ltd., step down subsidiary of the company for its expansion in Hanoi plant at Vietnam.
   2. Mindarika Private Limited, subsidiary of the company for its expansion in the Chennai plant

Dear Sir(s),

We wish to inform that at meeting of the Board of Directors of the Company held today i.e. Tuesday, 24 May, 2022, the following matters were approved by the Board unanimously: -

1. Audited Financial Results (Standalone & Consolidated) for the quarter and year ended on 31 March, 2022.

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MINDA INDUSTRIES LTD. (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon,

Haryana - 12200-4, INDIA. T: [phone]/28,2290693/9-4/96 Fax: [phone], Email - [e-mail],

www.unominda.com, Regd. Office : B-6-4/1, Wazirpur Industrial Area, Delhi-110052,CIN.: L7-4899DLl992PLC050333

2} Final dividend of Rs. 1/- per equity share on the face value of Rs. 2/- each i.e. 50% to the equity shareholders for the year ended on 31 March, 2022, subject to the approval of the shareholders at the Annual General Meeting. The Interim dividend of Rs. 0.50 per share on the face value of Rs. 2/- each i.e. 25% was paid to the equity shareholders during the quarter ended on 31 March, 2022, therefore the total dividend for the Financial Year ended on 31 March, 2022 aggregates to Rs. 1.50 per equity share of Rs. 2/- each i.e. 75%. and Rs. 0.01 per 0.01% non-convertible redeemable preference shares of the company.

Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, we are enclosing herewith the following statements, duly approved/signed (Annexure I}: -

1. Audited Standalone Financial Results for the quarter and year ended on 31 March 2022.
2. Auditors' Report on the Audited Standalone Financial Results for the quarter and year ended on 31 March, 2022.
3. Audited Consolidated Financial Results for the quarter and year ended on 31 March 2022.
4. Auditors' Report on the Audited Consolidated Financial Results for the quarter and year ended on 31 March, 2022.
5. Declaration for unmodified opinion in terms of Regulation 33(3)(d) as amended by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 for both Audited Standalone and Consolidated Financial Results for the Quarter and Year ended on 31 March, 2022.

3) Issue of Bonus Shares

Board discussed, approved and recommended the issue of Bonus Shares to the shareholders of the company in the ratio of 1 (one) Bonus equity share of Rs. 2 each fully paid up for every 1 (one) existing equity share of Rs. 2 each fully paid up (in the ratio of 1:1) held by the shareholders as on the "Record Date", subject to the shareholders and other regulatory approval, as may be required in this regard.

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-11, to this letter

1. Raising of funds through issue of Debt Securities upto Rs.1000 Crores in one or more tranches
   Board considered the proposal for fund raising upto Rs. 1000 Crores through secured or: unsecured Bonds/Non-Convertible Debentures (NCDs)/other permissible Debt Securities, on private placement basis, in one or more tranches, during a period of one year from the date of passing of Special Resolution by shareholders for company's growth strategy and to augment the long term resources of the company for meeting funding requirements of its business activities and general corporate and other purposes.

Board gave its approval to seek shareholders' approval, to issue the debt securities, including but not limited to Bonds and Non-Convertible Debentures (NCDs) upto Rs. 1000 Crores, on a private placement basis in one or more tranches in domestic and/or overseas market from eligible investors on such terms and conditions as may be determined / considered appropriate by the Board or any committee thereof, as per the applicable provisions of the Companies Act, 2013 and SEBI Regulations.

1. Approval for change of name of the company from Minda Industries Limited to UNO Minda Limited

The Ministry of Corporate Affairs, Office of the Registrar of Companies, Central Registration Centre, Govt. of India vide its letter dated May 19, 2022, has issued name reservation certificate stating that there is no objection in the availability of the changed name UNO Minda Limited from the existing name Minda Industries Limited.

The Board is of the opinion that the Company's entire sales are under the Trade Mark "UNO Minda" and the Company is largely known, well established and reputed as "UNO Minda" in auto components industries across the globe as such adopting the company name UNO Minda will have the following benefits: -

• Ensure uniformity and consistency
• Helps in unique and distinctive brand identity
• Don't have to investment in two brands. Gradually can be implemented across other legal entities
• Increases association amongst internal stakeholder
• The Company has created UNO Minda brand for its products for OEMs as well as aftermarket. Unifying product and legal entity brand will further strengthen the brand.

The Board approved the change of the name of the Company from "Minda Industries Limited" to "UNO Minda Limited" subject to shareholders, all necessary and regulatory and statutory approvals.

The proposed change of name of the company would not result in change of the legal status or constitution or· operations or activities of the company, nor would it affect any rights or obligations of the company or the members / stakeholders and would be subject to approval of Ministry of Corporate Affairs.

Consequent upon change of name of the Company, the alteration in the memorandum of association of the company and adoption of amended and restated articles of association of the company are required to be approved by obtaining approval of the shareholders by way of special resolution. The existing Memorandum of Association ("MoA") of the Company and Articles of Association ("AoA") of the Company are as per the erstwhile Companies Act, 1956 and contain reference to the provisions of erstwhile Companies Act, 1956 which have been amended in the Companies Act, 2013 under the new provisions. It is proposed to seek shareholders consent to amend the MoA and AoA with the provisions of the Companies Act, 2013 to bring them in line with the reference of the prevailing sections.

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6} Amendment to UNO Minda Employees Stock Option Scheme 2019

Minda Industries Ltd. ("Company" adopted the UNO Minda Stock Option Scheme 2019, which is being implemented by the Company.

SEBI, vide its notification dated August 13, 2021 amended and merged the SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI {Issue of Sweat Equity) Regulations, 2002 into a single regulation called SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

As per this amended Regulations, the definition of employees also covered the employees of the group companies including the associate companies & subsidiaries companies and removed the word permanent from the nature of employee. In the existing scheme, the employees of the associate group companies not included.

In view of the above notification, Board proposed to amend inter alia the existing definition of "employees" and other relevant changes to align with the new changes in Regulations in the aforesaid Scheme and to seek shareholders' approval and other regulatory and statutory authorities.

7} Postal Ballot Approval

The Postal Ballot Notice, as approved by the Board, is to be sent to the shareholders of the company for the following matters, as per the activities schedule: -

1. Regularisation of appointment of Mr. Rajiv Batra (DIN: 00082866) as an Independent Director of the Company
2. Regularisation of appointment of Mr. Satish Balkrishna Borwankar {DIN: 01793948) as an Independent Director of the Company
3. To approve the issue of Bonus Shares
4. Amendment to UNO Minda Employee Stock Option Scheme, 2019

5) To approve the raising of funds of upto Rupees 1000 Crores through issue of Debt Securities in one or more tranches

6) To consider and approve the change in name of the Company

7) Alteration in the Memorandum of Association of the Company

8) Adoption of amended and restated Articles of Association of the Company

8) Investment in equity shares of Tokai Rika Minda India Private Limited. Joint Venture Company.

Board approved to invest in the equity shares of Tokai Rika Minda India Private Limited (Tokai Rika Minda) under right issue, aggregating to Rs. 25 Crores (Rupees Twenty Five Crores).

Tokai Rika Minda is a Joint Venture between Tokai Rika Co., Ltd, Japan ("TRJ") and Minda Industries Ltd. ("MIL") in which TRJ holds Seventy percent (70%) equity shares and MIL holds Thirty percent (30%) of equity shares of the said company, engaged in the manufacturing of safety and security systems, electronic components and automotive switches.

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-111, to this letter.

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9) Record date for Final Dividend and Bonus issue

In compliance of Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby informed that the Record Date has been fixed as June 10, 2022, for the purpose of:

taking the record of eligible shareholders/beneficial owners for payment of final equity dividend as may be approved by the shareholders at the ensuing 30th

annual general meeting of the company;

1. 1. taking the record of eligible shareholders/beneficial owners for payment of dividend on preference shares; and
   2. determining the eligibility of shareholders/beneficial owners, who shall be entitled to receive the Bonus shares, as may be, approved by the shareholders through the process of Postal Ballot.
2. Draft Scheme of Arrangement of two wholly owned subsidiary companies with the Company
   Board discussed and approved the draft Scheme of Arrangement of Harita Fehrer Limited ('Wholly Owned Subsidiary/Transferor Company') and Minda Storage Batteries Private Limited ('Wholly Owned Subsidiary/Demerged Company'), with Minda Industries Limited ('Holding Company/Transferee Company') and their respective shareholders and creditors.
   The proposed composite scheme entails demerger of domestic business of Minda Storage Batteries Private Limited and vesting into Minda Industries Limited and merger of Harita Fehrer Limited into Minda Industries Limited.
   The aforesaid Draft Scheme of Arrangement is subject to necessary Statutory and Regulatory approvals including the approval of the Jurisdictional National Company Law Tribunals, respective Shareholders and Creditors.

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-lV, to this letter.

1. Board reviewed and approved the following Detailed Project Report(s):-
2. 1. Minda Industries Vietnam Company Limited(MIVCL), Step Down Subsidiary of the Companyfor manufacturingof lighting products in its plant situated at Hanoi, Vietnam.
      Minda Industries Vietnam Company Limited (MIVCL) is the step down subsidiary of the Company.
      The proposal to start manufacturing of lighting products by MIVCL in its plant situated at Hanoi, Vietnam was placed before the Board. Board reviewed and approved to start manufacturing facility for lighting products there to meet out

the customers' requirements. The total project cost of this project is Rs. 36.80 crores. The project is expected to be commissioned by December, 2022.

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